Exhibit 10.1


 


PURCHASE AGREEMENT


 


THIS PURCHASE AGREEMENT
(the “Agreement”), dated as of June 7, 2022, is made by and between EVAXION BIOTECH A/S, a company incorporated
under the laws of the Kingdom of Denmark (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois
limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined herein are defined
in Section 1 hereof.


 


WHEREAS:


 


Subject to the terms and conditions
set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to buy from the Company, up to Forty
Million Dollars ($40,000,000) of ordinary shares of the Company, with a nominal value of DKK 1 per share (the “Ordinary Shares”),
with each Ordinary Share represented by one (1) American Depositary Share of the Company. The Ordinary Shares to be purchased hereunder
are referred to herein as the “Purchase Shares.”


 


NOW THEREFORE, in consideration
of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Company and the Investor hereby agree as follows:


 


	1.	CERTAIN DEFINITIONS.



 


For purposes of this Agreement,
the following terms shall have the following meanings:


 


(a)            “Accelerated
Purchase Date” means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof or any
Additional Accelerated Purchase pursuant to Section 2(c) hereof, the Business Day immediately following the applicable
Regular Purchase Date with respect to the corresponding Regular Purchase made pursuant to Section 2(a) hereof.


 


(b)            “Accelerated
Purchase Period” means, with respect to an Accelerated Purchase made pursuant to Section 2(b) hereof, such
period of time on the Accelerated Purchase Date beginning at the official open of trading on the Principal Market, and ending at the earliest
of (i) the official close of trading on the Principal Market on such Accelerated Purchase Date, (ii) such time that the total
number (or volume) of American Depositary Shares traded on the Principal Market has exceeded the quotient of (A) the Accelerated
Purchase Share Amount, divided by (B) 0.3, and (iii) such time on the Accelerated Purchase Date that the Sale Price has fallen
below any minimum price threshold set forth in the applicable Purchase Notice by the Company.


 


(c)            “Accelerated
Purchase Share Amount” means, with respect to an Accelerated Purchase made pursuant to Section 2(b) hereof
or an Additional Accelerated Purchase made pursuant to Section  2(c) hereof, the number of Purchase Shares directed by
the Company to be purchased by the Investor in a Purchase Notice, which number of Purchase Shares shall not exceed the lesser of (i) 200%
of the applicable Regular Purchase Share Limit for the corresponding Regular Purchase and (ii) 30% of the total volume of American
Depositary Shares traded on the Principal Market during the Accelerated Purchase Period or the Additional Accelerated Purchase Period,
as applicable.


 


(d)            “Additional
Accelerated Purchase Period” means, with respect to an Additional Accelerated Purchase pursuant to Section 2(c) hereof,
such period of time on the Accelerated Purchase Date beginning at the latest of (i) the end of the Accelerated Purchase Period for
the corresponding Accelerated Purchase made pursuant to Section 2(b) hereof on such Accelerated Purchase Date, (ii) the
end of the Additional Accelerated Purchase Period for the most recently completed prior Additional Accelerated Purchase pursuant to Section 2(c) hereof
on such Accelerated Purchase Date, as applicable, and (iii) the time at which all Purchase Shares for all prior Purchases, including,
those effected on the applicable Accelerated Purchase Date have theretofore been received by the Investor as DTC Shares in accordance
with this Agreement, and ending at the earliest of (i) the official close of trading on the Principal Market on the Accelerated Purchase
Date, (ii) such time that the total number (or volume) of American Depositary Shares traded on the Principal Market has exceeded
the quotient of (A) the Accelerated Purchase Share Amount, and (B) 0.3, and (iii) such time that the Sale Price has fallen
below any minimum price threshold set forth in the applicable Purchase Notice by the Company.


 



     


     


    

 


(e)            “ADS
Conversion Ratio” means, at any given time, the ratio represented by the number of Ordinary Shares represented by one American
Depositary Share, as set forth in the Company’s Registration Statement.


 


(f)            “American
Depositary Shares” means such American Depositary Shares issued by the Depositary pursuant to a Program ADS Issuance and Delivery
Instruction, each one American Depositary Share representing that number of Ordinary Shares of the Company multiplied by the ADS Conversion
Ratio.


 


(g)            “Available
Amount” means, initially, Forty Million Dollars ($40,000,000) in the aggregate, which amount shall be reduced by the Purchase
Amount each time the Investor purchases American Depositary Shares pursuant to Section 2 hereof.


 


(h)            “Bankruptcy
Law” means any applicable Danish bankruptcy laws or any similar applicable laws for the relief of debtors.


 


(i)            “Business
Day” means any day except Saturday, Sunday or any other day in which commercial banking institutions or Government Authorities
are authorized or obligated to by law or executive order to be closed in Chicago, Illinois, New York, New York or Copenhagen, Denmark
or the Principal Market is closed for trading.


 


(j)            “Closing
Sale Price” means, for any security as of any date, the last closing sale price for such security on the Principal Market as
reported by the Principal Market.


 


(k)            “Confidential
Information” means any information disclosed by either party to the other party, either directly or indirectly, in
writing, orally or by inspection of tangible objects (including, without limitation, documents, prototypes, samples, plant and
equipment), which is designated as “Confidential,” “Proprietary” or some similar designation. Information
communicated orally shall be considered Confidential Information if such information is confirmed in writing as being Confidential
Information within ten (10) Business Days after the initial disclosure. Confidential Information may also include information
disclosed to a disclosing party by third parties. Confidential Information shall not, however, include any information which
(i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing
party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party
through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party without
confidential restriction at the time of disclosure by the disclosing party as shown by the receiving party’s files and records
immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of
such third party’s obligations of confidentiality; or (v) is independently developed by the receiving party without use
of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the
receiving party’s possession.


 



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(l)            “Depositary”
means the depositary bank for the American Depositary Shares, which as of the date hereof is The Bank of New York Mellon, or such other
Person who is then serving as the depositary bank for the Company with respect to the American Depositary Shares.


 


(m)            “DTC”
means The Depository Trust Company, or any successor performing substantially the same function for the Company.


 


(n)            “DTC
Shares” means American Depositary Shares representing Ordinary Shares issued or sold to the Investor pursuant to this Agreement
that are (i) issued in electronic form, (ii) freely tradable and transferable and without restriction on resale and (iii) timely
credited by the Company to the Investor’s or its designee’s specified account through DTC.


 


(o)            “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


(p)            “Floor
Price” means $0.50, which shall be adjusted for any reorganization, recapitalization, non-cash dividend, share split or other
similar transaction and, effective upon the consummation of any of the foregoing, the Floor Price shall mean the lower of (i) the
adjusted price and (ii) $0.50.


 


(q)            “Material
Adverse Effect” means any material adverse effect on (i) the enforceability of any Transaction Document, (ii) the
results of operations, assets, business or financial condition of the Company and its Subsidiaries, taken as a whole, other than any material
adverse effect that resulted exclusively from (A) any change in the United States or foreign economies or securities or financial
markets in general that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, (B) any change
that generally affects the industry in which the Company and its Subsidiaries operate that does not have a disproportionate effect on
the Company and its Subsidiaries, taken as a whole, (C) any change arising in connection with earthquakes, floods, other natural
disasters and Acts of God, any epidemics and/or pandemics, geopolitical conditions, any hostilities, acts of war, sabotage or terrorism
or military actions or any escalation or material worsening of any such epidemics and/or pandemics, geopolitical conditions, hostilities,
acts of war, sabotage or terrorism or military actions existing as of the date hereof, (D) any action taken by the Investor, its
affiliates or its or their successors and assigns with respect to the transactions contemplated by this Agreement, (E) the effect
of any change in applicable laws or accounting rules that does not have a disproportionate effect on the Company and its Subsidiaries,
taken as a whole, or (F) any change resulting from compliance with terms of this Agreement or the consummation of the transactions
contemplated by this Agreement, or (iii) the Company’s ability to perform in any material respect on a timely basis its obligations
under any Transaction Document to be performed as of the date of determination.


 


(r)            “Maturity
Date” means the first day of the month immediately following the thirty-six (36) month anniversary of the Commencement Date.


 


(s)            “New
Registration Statement” has the meaning set forth in the Registration Rights Agreement.


 


(t)            “PEA
Period” means the period commencing at 9:30 a.m., Eastern time, on the tenth (10th) Business Day immediately prior
to the filing of any post-effective amendment to the Registration Statement (as defined herein) or New Registration Statement (as such
term is defined in the Registration Rights Agreement), and ending at 9:30 a.m., Eastern time, on the Business Day immediately following,
the effective date of any post-effective amendment to the Registration Statement (as defined herein) or New Registration Statement (as
such term is defined in the Registration Rights Agreement).


 



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(u)            “Person”
means an individual or entity including but not limited to any limited liability company, a partnership, a joint venture, a corporation,
a trust, an unincorporated organization and a government or any department or agency thereof.


 


(v)            “Principal
Market” means The Nasdaq Capital Market (or any nationally recognized successor thereto); provided, however, that in the event
the Company’s American Depositary Shares is ever listed or traded on The Nasdaq Global Market, The Nasdaq Global Select Market,
the New York Stock Exchange, NYSE American, the NYSE Arca, the OTC Bulletin Board, or the OTCQX or OTCQB operated by the OTC Markets Group, Inc.
(or any nationally recognized successor to any of the foregoing), then the “Principal Market” shall mean such other market
or exchange on which the Company’s American Depositary Shares is then listed or traded.


 


(w)            “Program
ADS Issuance and Delivery Instruction” means with respect to any Purchase Shares or Commitment Shares (as defined in Section 5(e) below)
issued as Ordinary Shares pursuant to this Agreement, an instruction addressed to the Depositary in the form agreed to by the Company,
the Depositary and the Investor prior to the date hereof, signed by the Investor and delivered to the Company, for the Depositary to accept
such Ordinary Shares and issue American Depositary Shares to the Investor as DTC Shares without restrictive legend.


 


(x)            “Purchase”
means any Regular Purchase, Accelerated Purchase or Additional Accelerated Purchase made hereunder, as applicable.


 


(y)            “Purchase
Amount” means, with respect to any Regular Purchase, Accelerated Purchase or Additional Accelerated Purchase made hereunder,
as applicable, the portion of the Available Amount to be purchased by the Investor pursuant to Section 2 hereof.


 


(z)            “Purchase
Notice” means a notice delivered to the Investor pursuant to Section 2 with respect to any Regular Purchase, Accelerated
Purchase or Additional Accelerated Purchase, respectively.


 


(aa)          “Purchase
Shares” shall have the meaning ascribed to such term in the recitals.


 


(bb)         “Registration
Rights Agreement” means that certain Registration Rights Agreement, of even date herewith between the Company and the Investor.


 


(cc)          “Registration
Statement” has the meaning set forth in the Registration Rights Agreement.


 


(dd)          “Regular
Purchase Date” means, with respect to a Regular Purchase made pursuant to Section 2(a) hereof, the Business
Day for which the Investor receives, after 4:00 p.m., Eastern time on such Business Day, or thereafter as permitted by Section 2(a) hereof,
a valid Purchase Notice for such Regular Purchase in accordance with this Agreement; provided that any Business Day that is thirty (30)
days or less before the filing of any post-effective amendment to the Registration Statement or New Registration Statement, and until
the effective date of any such post-effective amendment to the Registration Statement or New Registration Statement, shall not be a Regular
Purchase Date.


 


(ee)          “Regular
Purchase Share Limit” means Fifty Thousand (50,000) Purchase Shares; provided, however, that (i) if the Closing
Sale Price of the American Depositary Shares is not below $4.00 on the applicable Regular Purchase Date, the Regular Purchase Share Limit
may be increased to up to Sixty Thousand (60,000) Purchase Shares for such Regular Purchase Date; and (ii) if the Closing Sale Price
of the American Depositary Shares is not below $6.00 on the applicable Regular Purchase Date, the Regular Purchase Share Limit may be
increased to up to Seventy Thousand (70,000) Purchase Shares for such Regular Purchase Date, in each case such number of Purchase Shares
and price per share to be adjusted following any reorganization, recapitalization, non-cash dividend, share split, reverse share split
or other similar transaction effected with respect to the American Depositary Shares, provided, that if following such an adjustment,
the Regular Purchase Share Limit as adjusted would preclude the Company from delivering to the Investor a Purchase Notice hereunder for
a Purchase Amount equal to or greater than One Hundred Fifty Thousand Dollars ($150,000), the Regular Purchase Share Limit shall equal
the maximum number of Purchase Shares which would enable the Company to deliver to the Investor a Purchase Notice for a Purchase Amount
equal to, or as closely approximating, but without exceeding, One Hundred Fifty Thousand Dollars ($150,000); provided, further,
that the Investor’s committed obligation under any single Regular Purchase shall not exceed One Million Five Hundred Thousand Dollars
($1,500,000).


 



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(ff)           “Sale
Price” means any sale price for the American Depositary Shares on the Principal Market as reported by the Principal Market.


 


(gg)         “SEC”
means the U.S. Securities and Exchange Commission.


 


(hh)         “Securities”
means, collectively, the Purchase Shares and the Commitment Shares.


 


(ii)            “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


(jj)           “Subsidiary”
means any Person the Company wholly owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting shares
or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated under the
Securities Act.


 


(kk)          “Transaction
Documents” means, collectively, this Agreement and the schedules and exhibits hereto, the Registration Rights Agreement and
the schedules and exhibits thereto and each of the other agreements, documents, certificates and instruments entered into or furnished
by the parties hereto in connection with the transactions contemplated hereby and thereby.


 


(ll)           “Transfer
Agent” means Computershare A/S, or such other Person who is then serving as the transfer agent for the Company in respect of
the Ordinary Shares.


 


(mm)        “VWAP”
means in respect of an applicable Accelerated Purchase Date, the volume weighted average price of the American Depositary Shares on the
Principal Market, as reported on the Principal Market or by another reputable source such as Bloomberg, L.P.


 


	2.	PURCHASE OF AMERICAN DEPOSITARY SHARES.



 


Subject to the terms and conditions
set forth in this Agreement, the Company has the right, but not the obligation, to sell to the Investor, in the Company’s sole and
absolute discretion, and the Investor has the obligation to purchase from the Company, Purchase Shares as follows:


 


(a)            Commencement
of Regular Purchases of American Depositary Shares. Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof
(the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and
thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a
Purchase Notice from time to time on any Regular Purchase Date on which the Closing Sale Price is not below the Floor Price, to
purchase up to the Regular Purchase Share Limit (each such purchase, a “Regular Purchase”) at the lesser of:
(i) the lowest Sale Price of the American Depositary Shares on the applicable Regular Purchase Date and (ii) the
arithmetic average of the three (3) lowest Closing Sale Prices for the American Depositary Shares during the ten
(10) consecutive Business Days ending on the Business Day immediately preceding such Regular Purchase Date (the
 “Purchase Price”). The Company may deliver a Regular Purchase Notice to the Investor as often as every Business
Day, provided that (i) Purchase Shares for all prior Regular Purchases and Accelerated Purchases in accordance with this
Agreement have theretofore been received by the Investor, and (ii) the Investor has received as DTC Shares all shares subject
of a Program ADS Issuance and Delivery Instruction that has been executed and delivered to the Company by the Investor in accordance
with this Agreement one or more Business Days prior to such Business Day. Notwithstanding the foregoing, the Company shall not
deliver any Regular Purchase Notices during the PEA Period. For purposes of this Section 2(a), a Purchase Notice
delivered on a day that is not a Business Day shall be deemed to have been delivered on the most recent Business Day prior to
delivery of such Purchase Notice.


 



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(b)            Accelerated
Purchases. On any Regular Purchase Date, provided that the Company properly submitted a Purchase Notice for a Regular Purchase for
a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect on such Regular Purchase Date and subject to
the terms and conditions of this Agreement, the Company shall also have the right, but not the obligation, to direct the Investor, by
its delivery to the Investor of a Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated
Purchase Share Amount (each such purchase, an “Accelerated Purchase”) at ninety-five percent (95%) of the lesser of
(i) the Closing Sale Price of the American Depositary Shares on such applicable Accelerated Purchase Date and (ii) the
VWAP for the Accelerated Purchase Period (the “Accelerated Purchase Price”). The Company may deliver Purchase Notices
to the Investor for multiple Accelerated Purchases on an Accelerated Purchase Date subject to the second sentence of Section 2(g).
Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide
to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and
Accelerated Purchase Price for such Accelerated Purchase.


 


(c)            Additional
Accelerated Purchases.  On any Accelerated Purchase Date, provided that the Company properly submitted a Purchase Notice for
an Accelerated Purchase and subject to the terms and conditions of this Agreement, the Company shall also have the right, but not the
obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time in accordance with this Agreement,
to purchase the applicable Accelerated Purchase Share Amount (each such purchase, an “Additional Accelerated Purchase”)
at the Accelerated Purchase Price. The Company may deliver Purchase Notices to the Investor for multiple Additional Accelerated Purchases
on an Accelerated Purchase Date subject to the second sentence of Section 2(g).


 


(d)            Payment
for Purchase Shares.    For each Regular Purchase, the Investor shall pay to the attorney for the Company in Denmark an
amount to be held in escrow equal to the Purchase Amount with respect to such Regular Purchase as full payment for such Purchase Shares
via wire transfer of immediately available funds on the same Business Day that the Investor receives a Purchase Notice. Such payment of
the Purchase Price will be released from escrow on the same Business Day that the Investor receives such Purchase Shares. Within one (1) Business
Day after completion of each Accelerated Purchase Date for an Accelerated Purchase or Additional Accelerated Purchase, respectively, the
Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase
Share Amount and Accelerated Purchase Price for such purchase. For each Accelerated Purchase and each Additional Accelerated Purchase,
the Investor shall pay to the attorney for the Company in Denmark an amount to be held in escrow equal to the Purchase Amount with respect
to such purchase as full payment for such Purchase Shares via wire transfer of immediately available funds no later than the second Business
Day following the date that the Investor receives the Purchase Notice in connection with such Accelerated Purchase or Additional Accelerated
Purchase. Provided that the Purchase Shares with respect to any pending Regular Purchase have been delivered to the Investor, such payment
of the Accelerated Purchase Price will be released from escrow on the same Business Day that the Investor receives such Purchase Shares
in connection with such Accelerated Purchase or Additional Accelerated Purchase. If the Company or the Transfer Agent shall fail for any
reason or for no reason to electronically transfer any Purchase Shares as DTC Shares with respect to any Purchase within two (2) Business
Days following the receipt by the Company of the Purchase Price or Accelerated Purchase Price, as applicable, for any Purchase therefor
in compliance with this Section 2(d), and if on or after such Business Day the Investor purchases (in an open market transaction
or otherwise) American Depositary Shares to deliver in satisfaction of a sale by the Investor of Purchase Shares in anticipation of receiving
Purchase Shares from the Company with respect to such Purchase, then the Company shall, within two (2) Business Days after the Investor’s
request, either (i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including customary
brokerage commissions, if any) for the American Depositary Shares so purchased (the “Cover Price”), at which point
the Company’s obligation to deliver such Purchase Shares as DTC Shares shall terminate, or (ii) promptly honor its obligation
to deliver to the Investor such Purchase Shares as DTC Shares and pay cash to the Investor in an amount equal to the excess (if any) of
the Cover Price over the total Purchase Amount paid by the Investor pursuant to this Agreement for all of the Purchase Shares to be purchased
by the Investor in connection with such purchases. All payments made under this Agreement shall be made in lawful money of the United
States of America or wire transfer of immediately available funds to such account as the Company may from time to time designate by written
notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is
due on any day that is not a Business Day, the same shall instead be due on the next succeeding day that is a Business Day.


 



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(e)            Compliance
with Rules of the Principal Market. Notwithstanding anything in this Agreement to the contrary,
and in addition to the limitations set forth in Section 2(f), the Company shall not issue more than 4,649,250 Ordinary Shares
represented by American Depositary Shares (including the Commitment Shares) (the “Exchange Cap”) under this Agreement,
which equals 19.99% of the Company’s 23,257,880 outstanding Ordinary Shares as of the date hereof, unless shareholder approval is
obtained to issue in excess of the Exchange Cap; provided, however, that the foregoing limitation shall not apply if at any time the Exchange
Cap is reached and at all times thereafter the average price paid for all American Depositary Shares issued under this Agreement is equal
to or greater than $1.75, which is a price equal to the lesser of (i) the Nasdaq Official Closing Price immediately preceding the
execution of this Agreement or (ii) the arithmetic average of the Nasdaq Official Closing Prices for the American Depositary Shares
for the five (5) consecutive Business Days immediately preceding the execution of this Agreement, as calculated in accordance with
the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby
would not be “below market” and the Exchange Cap would not apply). Notwithstanding the foregoing, the Company shall not be
required or permitted to issue, and the Investor shall not be required to purchase, any American Depositary Shares under this Agreement
if such issuance would violate the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share
basis, by the number of American Depositary Shares issued or issuable that may be aggregated with the transactions contemplated by this
Agreement under applicable rules of the Principal Market.


 


(f)            Beneficial
Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not issue or
sell, and the Investor shall not purchase or acquire, any Purchase Shares under
this Agreement (including, for the avoidance of any doubt, any Commitment Shares) which, when aggregated with all other American
Depositary Shares then beneficially owned by the Investor and its affiliates (as calculated pursuant to
Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder) would result in the beneficial ownership by
the Investor and its affiliates of more than 9.99% of the then issued and outstanding American
Depositary Shares (the “Beneficial Ownership Limitation”). Upon the written or oral request of the
Investor, the Company shall promptly (but not later than twenty-four (24) hours) confirm orally or in writing to the Investor the
amount of American Depositary Shares then outstanding. The Investor and the Company
shall each cooperate in good faith in the determinations required hereby and the application hereof. The Investor’s written
certification to the Company of the applicability of the Beneficial Ownership Limitation, and the resulting effect thereof hereunder
at any time, shall be conclusive with respect to the applicability thereof and such result absent manifest error.


 



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(g)            Excess
Share Limitations. If the Company delivers any Purchase Notice for a Purchase Amount in excess of the limitations contained in this
Section 2, such Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase
Shares set forth in such Purchase Notice exceeds the number of Purchase Shares which the Company is permitted to include in such Purchase
Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Purchase
Notice; provided, however, that the Investor shall remain obligated to purchase the number of Purchase Shares which the
Company is permitted to include in such Purchase Notice. If the Company delivers a Purchase Notice, and all Purchase Shares subject to
all prior Purchases have not theretofore been received by the Investor as DTC Shares in accordance with this Agreement, such Purchase
Notice shall not be deemed to have been delivered and the Investor shall not be required to purchase any Purchase Shares until all Purchase
Shares for such prior Purchases have been received by the Investor as DTC Shares. If any issuance of Purchase Shares would result in the
issuance of a fraction of an American Depositary Share, the Company shall round down such
fraction of an American Depositary Share to the nearest whole share and no fractional shares
will be issued.


 


(h)            Adjustments
for Shares and Prices. Except as specifically stated otherwise, all share-related and dollar-related limitations contained in this
Section 2, shall be adjusted to take into account any reorganization, recapitalization, non-cash dividend, share split, reverse
share, split or other similar transaction effected with respect to the American Depositary Shares.


 


	3.	INVESTOR’S REPRESENTATIONS AND WARRANTIES.



 


The Investor represents and
warrants to the Company that as of the date hereof and as of the Commencement Date:


 


(a)            Organization,
Authority. The Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization, with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and
otherwise to carry out its obligations hereunder and thereunder.


 


(b)            Accredited
Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation
D promulgated under the Securities Act.


 


(c)            Reliance
on Exemptions. The Investor understands that the Securities may be offered and sold to it in reliance on specific exemptions from
the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth
and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings
of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire
the Securities.


 


(d)            Investment
Purpose. The Investor is acquiring the Securities as principal for its own account for investment only and not with a view to or for
distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law,
has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities
law and has no direct or indirect arrangement or understandings with any other Persons to distribute or regarding the distribution of
such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting
the Investor’s right to sell the Securities at any time pursuant to the Registration Statement described herein or otherwise in
compliance with applicable federal and state securities laws). The Investor is acquiring the Securities hereunder in the ordinary course
of its business.


 



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(e)            Information.
The Investor understands that its investment in the Securities involves a high degree of risk. The Investor (i) is able to bear the
economic risk of an investment in the Securities including a total loss thereof, (ii) has such knowledge and experience in financial
and business matters that it is capable of evaluating the merits and risks of the proposed investment in the Securities and (iii) has
had an opportunity to ask questions of and receive answers from the officers of the Company concerning the financial condition and business
of the Company and other matters related to an investment in the Securities. Neither such inquiries nor any other due diligence investigations
conducted by the Investor or its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s
representations and warranties contained in Section 4 below. The Investor has sought such accounting, legal and tax advice
as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities and is not relying
on any accounting, legal, tax or other advice from the Company or its officers, employees, representatives or advisors. The Investor acknowledges
and agrees that the Company neither makes nor has made any representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in Section 4 hereof.


 


(f)            No
Governmental Review. The Investor understands that no U.S. federal or state agency or any other government or governmental agency
has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of an investment in the Securities
nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(g)           Transfer
or Sale. The Investor understands that (i) the Securities may not be offered for sale, sold, assigned or transferred unless
(A) registered pursuant to the Securities Act or (B) an exemption exists permitting such Securities to be sold, assigned or
transferred without such registration; (ii) any sale of the Securities made in reliance on Rule 144 promulgated under the Securities
Act (“Rule 144”) may be made only in accordance with the terms of Rule 144 and further, if Rule 144
is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made)
may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under
the Securities Act or the rules and regulations of the SEC thereunder.


 


(h)           Validity;
Enforcement. This Agreement and the other Transaction Documents have been duly and validly authorized, executed and delivered on
behalf of the Investor and each is a valid and binding agreement of the Investor enforceable against the Investor in accordance with
its terms, subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 


(i)             Residency.
The Investor’s principal place of business is in the State of Illinois.


 


(j)             No
Short Selling. The Investor represents and warrants to the Company that at no time prior to the date of this Agreement has any of
the Investor, its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any
(i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the American Depositary
Shares or (ii) hedging transaction, which establishes a net short position with respect to the American Depositary Shares.


 






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	4.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY.



 


The Company represents and
warrants to the Investor that as of the date hereof and as of the Commencement Date:


 


(a)            Organization
and Qualification. The Company and each of its Subsidiaries is an entity duly incorporated or otherwise organized and validly existing
under the laws of the jurisdiction of its incorporation or organization (to the extent such concepts are applicable in the relevant jurisdiction),
with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted.
Neither the Company nor any of its Subsidiaries is in violation or default of any of the provisions of its respective certificate or articles
of incorporation, bylaws or other organizational or charter documents, except as would not be expected to result in a Material Adverse
Effect. Each of the Company and its Subsidiaries is duly qualified to conduct business as a foreign corporation or other entity in each
jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the
failure to be so qualified would not reasonably be expected to result in a Material Adverse Effect, and no proceeding has been instituted
in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.
The Company has no Subsidiaries except as set forth in the SEC Documents (as defined below).


 


(b)            Authorization;
Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under
this Agreement and each of the other Transaction Documents, and to issue the Securities in accordance with the terms hereof and thereof.
The execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby
and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of
the Purchase Shares issuable under this Agreement have been duly authorized by the Company’s Board of Directors or a validly authorized
committee thereof (collectively, the “Board of Directors”), and no further consent or authorization is required by
the Company, its Board of Directors or any committee thereof, or its shareholders (except
as set forth in Section 2(e) hereof). This Agreement has been, and each other Transaction Document shall be on the Commencement
Date, duly executed and delivered by the Company, and this Agreement constitutes, and each other Transaction Document upon its execution
on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance
with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.
The Board of Directors of the Company has adopted all applicable resolutions (the “Signing Resolutions”) to authorize
this Agreement and the transactions contemplated hereby. The Signing Resolutions are valid, in full force and effect and have not been
modified or supplemented in any respect. The Company has delivered to the Investor a true and correct copy of the Signing Resolutions
adopted by the Board of Directors. Except as set forth in this Agreement, no other approvals or consents of the Company’s Board
of Directors or the Company’s shareholders is necessary under applicable laws or the Company’s articles of association in
effect on the date hereof (the “Articles of Association”) to authorize the execution and delivery of this Agreement
or any of the transactions contemplated hereby, including, but not limited to, the allotment and issuance of the Commitment Shares and
the allotment and issuance of the Purchase Shares.


 



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(c)            Capitalization.
As of the date hereof, the Company has an issued capitalization as set forth in Schedule 4(c) hereof. Except as disclosed
in the SEC Documents (as defined below) or Schedule 4(c), (i) none of the Company’s shares are subject to preemptive
rights or any other similar rights or any liens, encumbrances and defects (“Liens”) suffered or permitted by the Company,
(ii) the Company does not have any outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights
to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible any of the Company’s
shares or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries
is or may become bound to issue additional Ordinary Shares of the Company or any shares of capital stock of its Subsidiaries or options,
warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible
into, any of the Company’s shares or of capital stock of any of its Subsidiaries, (iv) there are no agreements or arrangements
under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act
(except the Registration Rights Agreement), (v) there are no outstanding securities or instruments of the Company or any of its Subsidiaries
which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the
Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries, (vi) there
are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities
as described in this Agreement and (vii) the Company does not have any share appreciation rights or “phantom share” plans
or agreements or any similar plan or agreement. The Company has furnished or made available to the Investor true and correct copies of
the Company’s Articles of Association, as in effect on the date hereof, summaries of the terms of all securities convertible into
or exercisable for Ordinary Shares or American Depositary Shares, if any, and copies of any documents containing the material rights of
the holders thereof in respect thereto.


 


(d)            Issuance
of Securities. Upon issuance and payment therefor in accordance with the terms and conditions of this Agreement, the Purchase
Shares shall be validly issued, fully paid and nonassessable and free from all taxes, Liens, charges, restrictions, rights of first
refusal and preemptive rights with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder
of American Depositary Shares. The Company’s Board of Directors has been duly authorized to issue up to 47,000,000 Ordinary
Shares pursuant to the Articles of Association and will use said authorization to issue Ordinary Shares as contemplated by, and in
accordance with, the terms of this Agreement. Accordingly, the Board of Directors is duly authorized to issue 428,572 Ordinary
Shares (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, share split or other similar
transaction) as Commitment Shares in accordance with this Agreement. The Commitment Shares shall be validly issued, fully paid and
nonassessable, and free from all taxes, Liens, charges, restrictions, rights of first refusal and preemptive rights with respect to
the issue thereof, with the holders being entitled to all rights accorded to a holder of Ordinary Shares. The Ordinary Shares may be
freely deposited by the Company with the custodian appointed by the Depositary against issuance by the Depositary of American
Depositary Shares. The issuance of the Securities has been or will be registered by the Company pursuant to the Securities Act in
accordance with the Registration Rights Agreement. Upon receipt of the Purchase Shares and the Commitment Shares, the Investor will
have good and marketable title to such Securities and upon the registration of such Securities with the SEC, such Securities will be
immediately freely tradable on the Principal Market by any holder who is not an “affiliate” under the Securities
Act.


 



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(e)            No
Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company
of the transactions contemplated hereby and thereby (including, without limitation, the reservation for issuance and issuance of the Securities)
will not (i) result in a violation of the Articles of Association, or any governing documents of the Company; or (ii) conflict
with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or
any of its Subsidiaries is a party, or result in a violation of any law, rule, regulation, order, judgment or decree (including federal
and state securities laws and regulations and the rules and regulations of the Principal Market applicable to the Company or any
of its Subsidiaries) or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, except in the case
of conflicts, defaults, terminations, amendments, accelerations, cancellations and violations under clause (ii), which would not reasonably
be expected to result in a Material Adverse Effect. Neither the Company nor its Subsidiaries is in violation of any term of or in default
under its Articles of Association, or their organizational charter or bylaws, respectively. The business of the Company and each Subsidiary
is not being conducted, and shall not be conducted, in violation of any law, ordinance, regulation of any governmental entity, except
for possible violations, the sanctions for which either individually or in the aggregate would not reasonably be expected to have a Material
Adverse Effect. Except as specifically contemplated by this Agreement and as required under the Securities Act or applicable state securities
laws and the rules and regulations of the Principal Market, the Company is not required to obtain any consent, Authorization or order
of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order for
it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents in accordance with the terms
hereof or thereof. Except as set forth elsewhere in this Agreement, all consents, Authorizations, orders, filings and registrations which
the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to the Commencement Date.
Except as disclosed in the SEC Documents (as defined below), since one year prior to the date hereof, the Company has not received nor
delivered any notices or correspondence from or to the Principal Market, other than notices with respect to listing of additional American
Depositary Shares and other routine correspondence. Except as disclosed in the SEC Documents, since one year prior to the date hereof,
the Principal Market has not commenced any delisting proceedings against the Company.


 


(f)            SEC
Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be
filed by the Company with the SEC under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
for the twelve months preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated by
reference therein, being collectively referred to herein as the “SEC Documents”) on a timely basis or has received
a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their
respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act,
as applicable. The SEC Documents, taken together, do not contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading. The financial statements of the Company included in the SEC Documents comply in all material respects with
applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing.  Such
financial statements (i) have been prepared in accordance with International Financial Reporting (“IFRS”), as issued
by the International Accounting Standards Board (“IASB”), applied on a consistent basis during the periods involved except
as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not
contain all footnotes required by IFRS, and (ii) fairly present in all material respects the financial position of the Company and
its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended,
subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. Except as publicly available through
the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (EDGAR), or in connection with a confidential treatment request
submitted to the SEC, the Company has received no notices or correspondence from the SEC for the one year preceding the date hereof other
than SEC comment letters relating to the Company’s filings under the Exchange Act and the Securities Act. There are no “open”
SEC comments. To the Company’s knowledge, the SEC has not commenced any enforcement proceedings against the Company or any of its
Subsidiaries.


 


(g)            Absence
of Certain Changes. Except as disclosed in the SEC Documents, since December 31, 2021, there has been no change that would constitute
a Material Adverse Effect. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant
to any Bankruptcy Law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend
to initiate involuntary bankruptcy or insolvency proceedings. The Company is financially solvent and is generally able to pay its debts
as they become due.


 



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(h)            Absence
of Litigation. Except as disclosed in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before or
by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any
of its Subsidiaries, threatened against the Company, the Ordinary Shares, or any of the Company’s or its Subsidiaries’ officers
or directors in their capacities as such, which could reasonably be expected to have a Material Adverse Effect.


 


(i)            Acknowledgment
Regarding Investor’s Status. The Company acknowledges and agrees that the Investor is acting solely in the capacity
of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The
Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the
Investor or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated
hereby and thereby is merely incidental to the Investor’s purchase of the Securities. The Company further represents to the
Investor that the Company’s decision to enter into the Transaction Documents has been based solely on the independent
evaluation by the Company and its representatives and advisors.


 


(j)            No
General Solicitation; No Aggregated Offering. Neither the Company, nor any of its affiliates, nor any Person acting on its or their
behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities
Act) in connection with the offer or sale of the Securities. Neither the Company, nor or any of its affiliates, nor any Person acting
on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under
circumstances that would require registration of the offer and sale of any of the Securities under the Securities Act, whether through
integration with prior offerings or otherwise, or cause this offering of the Securities to be aggregated with prior offerings by the Company
in a manner that would require shareholder approval pursuant to the rules of the Principal Market on which any of the securities
of the Company are listed or designated. The issuance and sale of the Securities hereunder does not contravene the rules and regulations
of the Principal Market.


 


(k)            Intellectual
Property Rights. Except as disclosed in the SEC Documents, the Company and its Subsidiaries own or possess adequate rights or licenses
to use all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights,
inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses
as now conducted, except as such failure to own, possess or acquire such rights would not reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect. None of the Company’s material trademarks, trade names, service marks, service
mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade
secrets or other intellectual property rights have expired or terminated, or, by the terms and conditions thereof, could expire or terminate
within two years from the date of this Agreement, except as would not reasonably be expected to have a Material Adverse Effect. The Company
is not, and to the knowledge of the Company, no other party is in material breach of any license agreement related to the intellectual
property rights of the Company. The Company and its Subsidiaries do not have any knowledge of any infringement by the Company or its Subsidiaries
of any material trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks,
service mark registrations, trade secret or other similar rights of others, or of any such development of similar or identical trade secrets
or technical information by others, and there is no claim, action or proceeding being made or brought against, or to the Company’s
knowledge, being threatened against, the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention,
copyright, license, service names, service marks, service mark registrations, trade secret or other infringement, which would reasonably
be expected to have a Material Adverse Effect.


 



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(l)             Environmental
Laws. The Company and its Subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws
and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants
or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of
them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions
of any such permit, license or approval, except where, in each of the three foregoing clauses, the failure to so comply could not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


(m)            Title.
The Company and its Subsidiaries own no real property. Except as disclosed in the SEC Documents, the Company and its Subsidiaries have
good and marketable title in all personal property owned by them that is material to the business of the Company and its Subsidiaries,
in each case free and clear of all Liens and, except for Liens as do not materially affect the value of such property and do not materially
interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries and Liens for the payment of
federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties and Liens that would not reasonably
be expected, individually or in the aggregate, to result in a Material Adverse Effect. Any real property and facilities held under lease
by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and its Subsidiaries
are in compliance with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property
and buildings by the Company and its Subsidiaries or would not reasonably be expected, individually or in the aggregate, to result in
a Material Adverse Effect.


 


(n)            Insurance.
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks
and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries
are engaged. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or applied for and neither the
Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when
such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that
would not reasonably be expected to have a Material Adverse Effect.


 


(o)            Regulatory
Permits. During the 12-month period immediately preceding the date hereof, except as described in the SEC Documents, the Company
and each of its Subsidiaries: (A) is and at all times has been in material compliance with all applicable U.S. and foreign
statutes, rules, regulations, or guidance applicable to Company and its Subsidiaries (“Applicable Laws”), except
as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (B) have not
received any written notice of adverse finding, warning letter, untitled letter or other correspondence or notice from the U.S. Food
and Drug Administration or any other federal, state, or foreign governmental authority having authority over the Company
(“Governmental Authority”) alleging or asserting material noncompliance with any Applicable Laws or any licenses,
certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such Applicable
Laws (“Authorizations”); (C) possess all material Authorizations and such material Authorizations are valid
and in full force and effect and, to the Company’s knowledge, are not in violation of any term of any such material
Authorizations; (D) have not received written notice of any claim, action, suit, proceeding, hearing, enforcement,
investigation, arbitration or other action from any Governmental Authority or third party alleging that any product, operation or
activity is in violation of any Applicable Laws or Authorizations and have no knowledge that any such Governmental Authority or
third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding; (E) have not
received written notice that any Governmental Authority has taken, is taking or intends to take action to limit, suspend, modify or
revoke any Authorizations and the Company has no knowledge that any such Governmental Authority is considering such action; and
(F) have filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records,
claims, submissions and supplements or amendments as required by any Applicable Laws or material Authorizations and that all such
reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete and
correct in all material respects on the date filed (or were corrected or supplemented by a subsequent submission). During the
12-month period immediately preceding the date hereof, to the Company’s knowledge, the studies, tests and preclinical and
clinical trials conducted by or on behalf of the Company were and, if still pending, are, in all material respects, being conducted
in accordance with experimental protocols, procedures and controls pursuant to accepted professional scientific standards and all
Applicable Laws. The Company has not received any written notices or correspondence from any Governmental Authority requiring the
termination, suspension or material modification of any studies, tests or preclinical or clinical trials conducted by or on behalf
of the Company or its Subsidiaries. The Company has concluded that it uses commercially reasonable efforts to review, from time to
time, the progress and results of the studies, tests and preclinical and clinical trials and, based upon (i) the information
provided to the Company by the third parties conducting such studies, tests, preclinical studies and clinical trials that are
described in the SEC Documents and the Company’s review of such information, and (ii) the Company’s actual
knowledge, the Company reasonably believes that the descriptions of the results of such studies, tests, preclinical studies and
clinical trials are accurate and complete in all material respects.


 



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(p)            Tax
Status. The Company and each of its Subsidiaries has made or filed all federal, state, local or foreign income and all other material
tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company
and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes)
and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such
returns, reports and declarations, except those being contested in good faith and has set aside on its books provision reasonably adequate
for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply, and except as
would not reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, there are no unpaid taxes in any
material amount claimed to be due by the taxing authority of any jurisdiction.


 


(q)            Transactions
with Affiliates. Except as disclosed in the SEC Documents, to the Company’s knowledge, none of the Company’s shareholders
covered by Item 403(a) of Regulation S-K, officers or directors or any family member
or affiliate of any of the foregoing, has either directly or indirectly an interest in, or is a party to, any transaction that is required
to be disclosed as a related party transaction pursuant to Item 404 of Regulation S-K promulgated under the Securities Act.


 


(r)            Application
of Takeover Protections. The Company and its Board of Directors have taken or will take prior to the Commencement Date all necessary
action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution
under a rights agreement) or other similar anti-takeover provision under the Articles of Association or the laws of the state of its incorporation
which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without
limitation, the Company’s issuance of the Securities and the Investor’s ownership of the Securities.


 


(s)            Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents that will be timely
publicly disclosed by the Company, the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor
or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information which
is not otherwise disclosed in the SEC Documents. The Company understands and confirms that the Investor will rely on the foregoing representation
in effecting purchases and sales of securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Investor
regarding the Company, its business and the transactions contemplated hereby, including the disclosure schedules to this Agreement, taken
as a whole, is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not
misleading. The Company acknowledges and agrees that the Investor neither makes nor has made any representations or warranties with respect
to the transactions contemplated hereby other than those specifically set forth in Section 3 hereof.


 



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(t)            Foreign
Corrupt Practices. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer,
agent, employee or affiliate of the Company or any Subsidiary is aware of or has taken any action, directly or indirectly, that
would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and
regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or
instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment
of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign
official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for
foreign political office, in contravention of the FCPA; and the Company, each of its Subsidiaries and, to the knowledge of the
Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and
procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. The
operations of the Company and each of its Subsidiaries are and have been conducted at all times in compliance with applicable
financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder
and any related or similar rules, regulations or guidelines, issued, administered or enforced by any applicable governmental agency,
including, without limitation, Title 18 U.S. Code section 1956 and 1957, the Patriot Act, the Bank Secrecy Act, and international
anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task
Force on Money Laundering, of which the United States is a member and with which designation the United States representative to the
group or organization continues to concur, all as amended, and any executive order, directive or regulation pursuant to the
authority of any of the foregoing, or any orders or licenses issued thereunder (collectively, the “Money Laundering
Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any
arbitrator involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the
knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries, nor to the knowledge of the Company any of
the directors, officers or employees, agents, affiliates or representatives of the Company or each of its Subsidiaries, is an
individual or entity that is, or is owned or controlled by an individual or entity that is: (i) the subject of any sanctions
administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security
Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively,
 “Sanctions”), nor (ii) located, organized or resident in a country or territory that is the subject of
Sanctions (including, without limitation, the Balkans, Belarus, Burma/Myanmar, Cote D’Ivoire, Cuba, Democratic Republic of
Congo, Iran, Iraq, Liberia, Libya, North Korea, Sudan, Syria, Venezuela and Zimbabwe). Neither the Company nor any of its
Subsidiaries will, directly or indirectly, use the proceeds of the transactions contemplated hereby, or lend, contribute or
otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity: (i) to fund or
facilitate any activities or business of or with any individual or entity or in any country or territory that, at the time of such
funding or facilitation, is the subject of Sanctions or (ii) in any other manner that will result in a violation of Sanctions
by any individual or entity (including any individual or entity participating in the transactions contemplated hereby, whether as
underwriter, advisor, investor or otherwise). For the past five years, neither the Company nor any of its Subsidiaries has knowingly
engaged in, and is not now knowingly engaged in, any dealings or transactions with any individual or entity, or in any country or
territory, that at the time of the dealing or transaction is or was the subject of Sanctions.


 



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(u)            DTC
Eligibility. The Company, through the Depositary, currently participates in the DTC Fast Automated Securities Transfer (FAST) Program
and the American Depositary Shares can be transferred electronically to third parties via the DTC Fast Automated Securities Transfer (FAST)
Program.


 


(v)            Sarbanes-Oxley.
The Company is in compliance with all provisions of the Sarbanes-Oxley Act of 2002, as amended, which are applicable to it as of the date
hereof.


 


(w)            Certain
Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or
consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction
Documents. The Investor shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other
Persons for fees of a type contemplated in this Section 4(w) that may be due in connection with the transactions contemplated
by the Transaction Documents. The Company shall pay, and hold the Investor harmless against, any liability, loss or expense (including,
without limitation, attorneys’ fees and out of pocket expenses) arising in connection with any such claim.


 


(x)             Investment
Company. The Company is not, and immediately after giving effect to the sale of the Purchase Shares in accordance with this Agreement
and the application of the proceeds as described in the Registration Statement under the caption “Use of Proceeds,” will not
be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.


 


(y)            Listing
and Maintenance Requirements. The American Depositary Shares are registered pursuant to Section 12(b) of the Exchange Act,
and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration
of the American Depositary Shares pursuant to the Exchange Act nor has the Company received any notification that the SEC is currently
contemplating terminating such registration. The Company has not been since December 31, 2020, and currently is not, an Ineligible
Issuer (as defined in Rule 405 of the Exchange Act).


 


(z)             Accountants.
The Company’s accountants are set forth in the SEC Documents and, to the knowledge of the Company, such accountants are an independent
registered public accounting firm as required by the Securities Act.


 


(aa)          No
Market Manipulation. The Company has not, and to its knowledge no Person acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of,
any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other
securities of the Company.


 


(bb)          Shell
Company Status. The Company is not, and has not been in the past twenty-four (24) months, an issuer identified in Rule 144(i)(1) and
has filed with the SEC current “Form 10 information” (as defined in Rule 144(i)(3)) at least twelve (12) months
prior to the date of this Agreement reflecting its status as an entity that is no longer an issuer identified in Rule 144(i)(1).


 


(cc)          Benefit
Plans; Labor Matters. Each benefit and compensation plan, agreement, policy and arrangement that is maintained, administered or contributed
to by the Company for current or former employees or directors of, or independent contractors with respect to, the Company has been maintained
in compliance in all material respects with its terms and the requirements of any applicable statutes, orders, rules and regulations,
and the Company has complied in all material respects with all applicable statutes, orders, rules and regulations in regard to such
plans, agreements, policies and arrangements. Each share warrant granted under any equity incentive plan of the Company (each, a “Share
Plan”) since the Company’s initial public offering was granted with a per share exercise price no less than the market
price per Ordinary Share on the grant date of such option in accordance with the rules of the Principal Market, and no such grant
involved any “back-dating,” “forward-dating” or similar practice with respect to the effective date of such grant;
each such warrant (i) was granted in compliance in all material respects with applicable laws and with the applicable Share Plan(s),
(ii) was duly approved by the Board of Directors, a duly authorized committee thereof, or the Chief Executive Officer pursuant to
delegated authority, and (iii) has been properly accounted for in the Company’s financial statements and disclosed, to the
extent required, in the Company’s filings or submissions with the SEC, and the Principal Market. No labor problem or dispute with
the employees of the Company exists or is threatened or imminent, and the Company is not aware of any existing or imminent labor disturbance
by the employees of any of its principal suppliers or contractors, that would have a Material Adverse Effect.


 






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(dd)          No
Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other
officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s outstanding
voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the
Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is
subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities
Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under
the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification
Event.


 


(ee)          Passive
Foreign Investment Company. The Company was not a “passive foreign investment company,” as such term is defined in the
Internal Revenue Code of 1986, as amended (the “Code”), for the last completed fiscal year for which audited financial
statements of the Company have been filed with the SEC. Neither the Company nor any Subsidiary is, and, after giving effect to the allotment
and issuance of the Securities and the application of the proceeds thereof, neither of them will be, a “controlled foreign corporation”
as defined by the Code.


 


	5.	COVENANTS.



 


(a)            Filing
of Current Report and Registration Statement. The Company agrees that it shall, within the time required under the Exchange Act,
file with the SEC a report on Form 6-K relating to the transactions contemplated by, and describing the material terms and
conditions of, the Transaction Documents (the “Current Report”). The Company shall also file with the SEC on or
before July 7, 2022 a new registration statement covering the resale of Securities in accordance with the terms of the
Registration Rights Agreement, and shall cause such Registration Statement to be declared effective on or before September 5,
2022. In the event the registration statement is not filed within such thirty-day period or declared effective within such
ninety-day period, the limitation described in the final sentence of Section 5(e) with respect to the sale of the
Commitment Shares shall immediately terminate. Until the Registration Statement is declared effective, the Company shall not file
any other registration statement with the SEC under the Securities Act. The Company shall permit the Investor to review and comment
upon the final pre-filing draft version of the Registration Statement at least two (2) Business Days prior to the filing of
each with the SEC, and the Company shall not file the Registration Statement with the SEC in a form to which the Investor reasonably
objects. The Investor shall use its reasonable best efforts to comment upon the final pre-filing draft version of the Registration
Statement within one (1) Business Day from the date the Investor receives it from the Company.


 


(b)            Blue
Sky. The Company shall take all such action, if any, as is reasonably necessary in order to obtain an exemption for or to register
or qualify (i) the issuance of the Commitment Shares and the sale of the Purchase Shares to the Investor under this Agreement and
(ii) any subsequent resale of all Securities by the Investor, in each case, under applicable securities or “Blue Sky”
laws of the states of the United States in such states as is reasonably requested by the Investor from time to time, and shall provide
evidence of any such action so taken to the Investor.


 



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(c)            Listing/DTC.
The Company shall promptly secure the listing of all of the American Depositary Shares representing the Purchase Shares and Commitment
Shares to be issued to the Investor hereunder on the Principal Market (subject to official notice of issuance) and upon each other national
securities exchange or automated quotation system, if any, upon which the American Depositary Shares are then listed, and shall use commercially
reasonable efforts to maintain, so long as any American Depositary Shares shall be so listed, such listing of all such Securities from
time to time issuable hereunder. The Company shall use commercially reasonable efforts to maintain the listing of the American Depositary
Shares on the Principal Market and shall comply in all respects with the Company’s reporting, filing and other obligations under
the bylaws or rules and regulations of the Principal Market. Neither the Company nor any of its Subsidiaries shall take any action
that would reasonably be expected to result in the delisting or suspension of the American Depositary Shares on the Principal Market.
The Company shall promptly, and in no event later than the following Business Day, provide to the Investor copies of any notices it receives
from the Principal Market regarding the continued eligibility of the American Depositary Shares for listing on the Principal Market; provided,
however, that the Company shall not provide the Investor copies of any such notice that the Company reasonably believes constitutes material
non-public information and that the Company would not be required to publicly disclose such notice in any report or statement filed with
the SEC under the Exchange Act (including on Form 6-K) or the Securities Act. The Company shall pay all fees and expenses in connection
with satisfying its obligations under this Section 5(c). The Company shall take all action necessary to ensure that its American
Depositary Shares can be transferred electronically as DTC Shares.


 


(d)            Prohibition
of Short Sales and Hedging Transactions. The Investor agrees that beginning on the date of this Agreement and ending on the date of
termination of this Agreement as provided in Section 11, the Investor and its agents, representatives and affiliates shall
not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined
in Rule 200 of Regulation SHO of the Exchange Act) of the American Depositary Shares or (ii) hedging transaction, which establishes
a net short position with respect to the American Depositary Shares.


 


(e)            Issuance
of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, as and for the payment of
the commitment fee (the “Commitment Fee”), the Company shall, within five (5) Business Days of the date of this
Agreement (the “Commitment Fee Payment Date”), at its option, and in its sole discretion, either (i) pay such
Commitment Fee in cash by wire transfer of immediately available funds of an amount equal to One Million Two Hundred Thousand Dollars
($1,200,000), or (ii) convert the Commitment Fee into 428,572 Ordinary Shares (the “Commitment Shares”) and shall
cause such Commitment Shares to be issued to the Investor on or before the Commitment Fee Payment Date. For the avoidance of doubt, all
of the Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase
Shares are purchased by the Investor under this Agreement and irrespective of any termination of this Agreement. Subject to applicable
state and federal securities laws of the United States, the Investor shall have the right to sell any or all of the Commitment Shares
at any time at a price equal to or above the average of the closing sale prices of the shares for the ten (10) consecutive trading
days prior to the date of this Agreement (the “Commitment Share Price”), provided, however, that the
Investor shall not have the right to sell the Commitment Shares at a price below the Commitment Share Price, until the earliest of (i) November 3,
2022, or (ii) the date that the Company provides notice to the Investor for any Regular Purchase or Accelerated Purchase in any amount,
subject to the provisions of Section 5(a).


 



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(f)            Due
Diligence; Non-Public Information. During the term of this Agreement, the Investor shall have the right, from time to time as the
Investor may reasonably deem appropriate, and upon reasonable advance notice to the Company, to perform reasonable due diligence on the
Company during normal business hours. The Company and its officers and employees shall provide information and reasonably cooperate with
the Investor in connection with any reasonable request by the Investor related to the Investor’s due diligence of the Company.
Each party hereto agrees not to disclose any Confidential Information of the other party to any third party and shall not use the Confidential
Information for any purpose other than in connection with, or in furtherance of, the transactions contemplated hereby. Each party hereto
acknowledges that the Confidential Information shall remain the property of the disclosing party and agrees that it shall take all reasonable
measures to protect the secrecy of any Confidential Information disclosed by the other party. The receiving party may disclose Confidential
Information to the extent such information is required to be disclosed by law, regulation or order of a court of competent jurisdiction
or regulatory authority, provided that the receiving party shall promptly notify the disclosing party when such requirement to disclose
arises, and shall cooperate with the disclosing party so as to enable the disclosing party to: (i) seek an appropriate protective
order; and (ii) make any applicable claim of confidentiality in respect of such Confidential Information; and provided, further,
that the receiving party shall disclose Confidential Information only to the extent required by the protective order or other similar
order, if such an order is obtained, and, if no such order is obtained, the receiving party shall disclose only the minimum amount of
such Confidential Information required to be disclosed in order to comply with the applicable law, regulation or order. In addition,
any such Confidential Information disclosed pursuant to this Section 5(f) shall continue to be deemed Confidential Information.
Notwithstanding anything in this Agreement to the contrary, the Company and the Investor agree that neither the Company nor any other
Person acting on its behalf shall provide the Investor or its agents or counsel with any information that constitutes material, non-public
information, unless a simultaneous public announcement thereof is made by the Company. In the event of a breach of the foregoing covenant
by the Company or any Person acting on its behalf (as determined in the reasonable good faith judgment of the Investor), in addition
to any other remedy provided herein or in the other Transaction Documents, if the Investor is holding any Securities at the time of the
disclosure of such material non-public information, the Investor shall have the right to make a public disclosure, in the form of a press
release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company; provided
the Investor shall have first provided notice to the Company that it believes, based on the advice of external counsel, it has received
information that constitutes material, non-public information, the Company shall have at least twenty-four (24) hours to either publicly
disclose such material, non-public information or to demonstrate to the Investor that such information does not constitute material,
non-public information prior to any such disclosure by the Investor. The Investor shall not have any liability to the Company, or any
of its directors, officers, employees, shareholders or agents, for any such disclosure. The Company understands and confirms that the
Investor shall be relying on the foregoing covenants in effecting transactions in securities of the Company.


 


(g)            Purchase
Records. The Investor and the Company shall each maintain records showing the remaining Available Amount at any given time and the
dates and Purchase Amounts for each Regular Purchase, Accelerated Purchase and Additional Accelerated Purchase or shall use such other
method, reasonably satisfactory to the Investor and the Company.


 


(h)            Taxes.
The Company shall pay any and all transfer, stamp or similar taxes and fees that may be payable with respect to the issuance and delivery
of any Ordinary Shares or American Depositary Shares to the Investor made under this Agreement, including, without limitation, any fees
to the Depositary to be paid upon the delivery of any Program ADS Issuance and Delivery Instruction.


 


(i)            No
Aggregation. From and after the date of this Agreement, neither the Company, nor any of its affiliates will, and the Company shall
use its reasonable best efforts to ensure that no Person acting on their behalf will, directly or indirectly, make any offers or sales
of any security or solicit any offers to buy any security, under circumstances that would cause this offering of the Securities by the
Company to the Investor to be aggregated with other offerings by the Company in a manner that would require shareholder approval pursuant
to the rules of the Principal Market on which any of the securities of the Company are listed or designated unless shareholder approval
is obtained before the closing of such subsequent transaction in accordance with the rules of such Principal Market.






    20


     


    

 


(j)            Use
of Proceeds. The Company will use the net proceeds from the offering for any corporate purpose at the sole discretion of the Company.


 


(k)            Other
Transactions. During the term of this Agreement, the Company shall not enter into, announce or recommend to its shareholders any agreement,
plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability
or right of the Company to perform its obligations under the Transaction Documents, including, without limitation, the obligation of the
Company to deliver the Securities to the Investor in accordance with the terms of the Transaction Documents.


 


(l)             No
Integration. From and after the date of this Agreement, neither the Company, nor or any of its affiliates will, and the Company shall
use its reasonable best efforts to ensure that no Person acting on their behalf will, directly or indirectly, make any offers or sales
of any security or solicit any offers to buy any security, under circumstances that would require registration of the offer and sale of
any of the Securities under the Securities Act.


 


(m)            Limitation
on Variable Rate Transactions. From and after the date of this Agreement until the thirty-six (36) month anniversary of the date of
this Agreement (irrespective of any earlier termination of this Agreement), the Company shall be prohibited from effecting or entering
into an agreement to effect any issuance by the Company or any of its Subsidiaries of American Depositary Shares involving a Variable
Rate Transaction other than with the Investor. “Variable Rate Transaction” includes, without limitation, an “equity
line of credit” or any transaction whereby an investor is irrevocably bound to purchase securities over a period of time from the
Company at a price based on the market price of the Company’s American Depositary Shares at the time of each such purchase, provided,
however, that this Section 5(m) shall not be deemed to prohibit the issuance and sale of Ordinary Shares or American
Depositary Shares pursuant to an “at-the-market offering” by the Company exclusively through a registered broker-dealer acting
as agent of the Company pursuant to a written agreement between the Company and such registered broker-dealer.


 


(n)            Publicity.
The Company shall afford the Investor and its counsel with the opportunity to review and comment upon, shall consult with the Investor
and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on,
disclosure that is part of any press release, SEC filing or any other public disclosure by or on behalf of the Company that identifies
the Investor, describes its purchases hereunder or summarizes any aspect of the Transaction Documents or the transactions contemplated
thereby, not less than twenty-four (24) hours prior to the issuance, filing or public disclosure thereof; provided that (i) the
Company shall not be required to provide to the Investor any press release, SEC filing or any other public disclosure that solely discloses
the number of shares sold to the Investor and the amounts paid by the Investor for such shares and (ii) the Company shall not be
required to provide to the Investor any disclosures that are materially similar to those previously reviewed by the Investor. The Investor
must be provided with a substantially final version of any such disclosure that relates to the Investor, at least twenty-four (24) hours
prior to any release, filing or use by the Company thereof.


 






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		6.	TRANSFER AGENT AND DEPOSITARY INSTRUCTIONS.



 


(a)            On
the date of this Agreement, the Company shall issue 428,572 Ordinary Shares to the Investor as payment in full of the Commitment Fee due
and payable under Section 5(e) of this Agreement. All of the Commitment Shares shall be paid up as of the date of this
Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective
of any termination of this Agreement. The certificate(s) or book-entry statement(s) representing the Commitment Shares, except
as set forth below, shall bear the following restrictive legend (the “Restrictive Legend”):


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS
NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.


 


(b)            Provided
that the Investor has delivered a Program ADS Issuance and Delivery Instruction with respect to the Commitment Shares to the Company on
the Commencement Date, and provided, further, that the Registration Statement covering the Commitment Shares and the Purchase Shares has
been declared effective by the SEC, the Company shall cause the Depositary to issue the Commitment Shares as DTC Shares free from any
restrictive legend no later than two (2) Business Days following such date. Thereafter, the Investor shall be permitted to deliver
a Program ADS Issuance and Delivery Instruction to the Company at any time with respect to Purchase Shares reflected in the Company’s
Register of Shareholders The Company represents and warrants to the Investor that, from and after Commencement, the Commitment Shares
and the Purchase Shares covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company.
The Company agrees that if the Company fails to fully comply with the provisions of the first sentence of this Section 6(b) within
five (5) Business Days of the Investor providing the deliveries referred to above, the Company shall, at the Investor’s written
instruction, purchase the Commitment Shares from the Investor at the greater of (i) $2.80 and (ii) a price that is the quotient
of (A) the Closing Sale Price of the American Depositary Shares on the date of the Investor’s written instruction divided by
(B) the ADS Conversion Ratio.


 


		7.	CONDITIONS TO THE COMPANY’S RIGHT TO COMMENCE



 


SALES OF AMERICAN DEPOSITARY
SHARES.


 


The right of the Company hereunder
to commence sales of the Purchase Shares on the Commencement Date is subject to the satisfaction or, where legally permissible, the waiver
of each of the following conditions:


 


(a)            The
Investor shall have executed each of the Transaction Documents and delivered the same to the Company;


 


(b)            The
Registration Statement covering the resale of all of such Purchase Shares (including the Commitment Shares) as required pursuant to the
Registration Rights Agreement shall have been declared effective under the Securities Act by the SEC and no stop order with respect to
the Registration Statement shall be pending or, to the Company’s knowledge, threatened by the SEC;


 


(c)            The
American Depositary Shares shall be listed on the Principal Market, and all Securities to be issued by the Company to the Investor under
the Transaction Documents shall have been approved for listing on the Principal Market in accordance with the applicable rules and
regulations of the Principal Market, subject only to official notice of issuance; and


 






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(d)            The
representations and warranties of the Investor shall be true and correct in all material respects (except to the extent that any of such
representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations
and warranties shall be true and correct without further qualification) as of the date hereof and as of the Commencement Date as though
made at that time; and


 


(e)            No
stop order with respect to the Registration Statement shall be pending or threatened by the SEC.


 


		8.	CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE AMERICAN DEPOSITARY SHARES.



 


The obligation of the Investor
to buy Purchase Shares (other than the Commitment Shares) under this Agreement is subject to the satisfaction or, where legally permissible,
the waiver of each of the following conditions on or prior to the Commencement Date and, once such conditions have been initially satisfied,
there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred:


 


(a)            The
Company shall have executed each of the Transaction Documents and delivered the same to the Investor;


 


(b)            The
Company shall have issued or caused to be issued to the Investor the Commitment Shares in accordance with Section 5;


 


(c)            The
Investor shall have received (i) an opinion letter of Duane Morris LLP, the Company’s U.S. legal counsel, dated as of the Commencement
Date, in form and substance reasonably satisfactory to counsel for the Investor and previously agreed upon by the Investor and such counsel,
and (ii) an opinion letter of Mazanti-Andersen Advokatpartnerselskab, the Company’s Denmark counsel, dated as of the Commencement
Date, in form and substance reasonably satisfactory to counsel for the Investor and previously agreed upon by the Investor and such counsel;


 


(d)            The
representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such
representations and warranties is already qualified as to materiality in Section 4 above, in which case, such representations
and warranties shall be true and correct in all material respects without further qualification) as of the date when made and as of the
Commencement Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall
be true and correct in all material respects as of such date) and the Company shall have performed, satisfied and complied with the covenants,
agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior
to the Commencement Date. The Investor shall have received a certificate, executed by the Chief Executive Officer, the Chief Operating
Officer or the Chief Financial Officer of the Company, dated as of the Commencement Date, to the foregoing effect in the form attached
hereto as Exhibit A;


 


(e)            The
Board of Directors of the Company shall have adopted the Signing Resolutions, which shall be in full force and effect without any amendment
or supplement thereto as of the Commencement Date;


 






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(f)             As
of the Commencement Date, the Company’s Board of Directors shall have been duly authorized to issue up to 47,000,000 Ordinary Shares
pursuant to the Articles of Association and will use said authorization to issue Ordinary Shares as contemplated by, and in accordance
with, the terms of this Agreement;


 


(g)            The
Company shall have delivered to the Investor a certificate from the Danish Business Authority evidencing the valid existence and incorporation
of the Company in the Kingdom of Denmark (or such equivalent concept to the extent it exists under the law of such jurisdiction) as of
a date within ten (10) Business Days of the Commencement Date;


 


(h)            The
Company shall have delivered to the Investor a certified copy of the Articles of Association as registered with the Danish Business Authority
within ten (10) Business Days of the Commencement Date;


 


(i)            The
Registration Statement covering the resale of the Securities in accordance with the Registration Rights Agreement shall have been declared
effective under the Securities Act by the SEC and no stop order with respect to the Registration Statement shall be pending or, to the
Company’s knowledge, threatened by the SEC. The Company shall have prepared and filed with the SEC, not later than two (2) Business
Days after the effective date of the Registration Statement, a final prospectus (the preliminary form of which shall be included in the
Registration Statement) and shall have delivered to the Investor a true and complete copy thereof. When filed, such prospectus shall be
current and available for the resale by the Investor of all of the Securities covered thereby. The Current Report shall have been filed
with the SEC, as required pursuant to Section 5(a). All reports, schedules, registrations, forms, statements, information
and other documents required to have been filed by the Company with the SEC at or prior to the Commencement Date pursuant to the reporting
requirements of the Exchange Act shall have been filed with the SEC within the applicable time periods prescribed for such filings under
the Exchange Act;


 


(j)            No
Event of Default (as defined below) has occurred, and no event which, after notice and/or lapse of time, would reasonably be expected
to become an Event of Default has occurred;


 


(k)           No
statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated, threatened or endorsed by
any federal, state, local or foreign court or governmental authority of competent jurisdiction which prohibits the consummation of or
which would materially modify or delay any of the transactions contemplated by the Transaction Documents;


 


(l)            No
action, suit or proceeding before any federal, state, local or foreign arbitrator or any court or governmental authority of competent
jurisdiction shall have been commenced or threatened, and no inquiry or investigation by any federal, state, local or foreign governmental
authority of competent jurisdiction shall have been commenced or threatened, against the Company, or any of the officers, directors or
affiliates of the Company, seeking to restrain, prevent or change the transactions contemplated by the Transaction Documents, or seeking
material damages in connection with such transactions;


 


(m)          All
federal, state and local governmental laws, rules and regulations applicable to the transactions contemplated by the Transaction
Documents and necessary for the execution, delivery and performance of the Transaction Documents and the consummation of the transactions
contemplated thereby in accordance with the terms thereof shall have been complied with, and all consents, Authorizations and orders of,
and all filings and registrations with, all federal, state and local courts or governmental agencies and all federal, state and local
regulatory or self-regulatory agencies necessary for the execution, delivery and performance of the Transaction Documents and the consummation
of the transactions contemplated thereby in accordance with the terms thereof shall have been obtained or made, including, without limitation,
in each case those required under the Securities Act, the Exchange Act, applicable state securities or “Blue Sky” laws or
applicable rules and regulations of the Principal Market, or otherwise required by the SEC, the Principal Market or any state securities
regulators; and


 






    24


     


    

 


(n)            The
Board of Directors of the Company shall have adopted the Signing Resolutions, which shall be in full force and effect without any amendment
or supplement thereto as of the Commencement Date.


 


		9.	INDEMNIFICATION.



 


In consideration of the Investor’s
execution and delivery of the Transaction Documents and acquiring the Securities hereunder and in addition to all of the Company’s
other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless the Investor and all
of its affiliates, shareholders, officers, directors, members, managers, employees and direct or indirect investors and any of the foregoing
Person’s agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated
by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits,
claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such
Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and
disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of or relating
to: (a) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents or any
other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation
of the Company contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby,
(c) any cause of action, suit or claim brought or made against such Indemnitee and arising out of or resulting from the execution,
delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby
or thereby, (d) any violation of the Securities Act, the Exchange Act, or the rules and regulations of the Principal Market
in connection with the transactions contemplated by the Transaction Documents by the Company or any of its Subsidiaries, affiliates,
officers, directors or employees, (e) any untrue statement or alleged untrue statement of a material fact contained, or incorporated
by reference, in the Registration Statement or any amendment thereto, or any omission or alleged omission to state therein, or in any
document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading; provided, however, that the indemnity contained
in clause (c) of this Section 9 shall not apply to any Indemnified Liabilities which directly and primarily result from
the fraud, gross negligence or willful misconduct of an Indemnitee, and provided, further, that any the indemnity provide
by clause (e) of this Section 9 shall not apply to any information provided by the Investor for use in the Registration Statement.
The indemnity in this Section 9 shall not apply to amounts paid in settlement of any claim if such settlement is effected
without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. To the extent
that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to
the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law, provided that no seller
of Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any seller of Securities who was not guilty of fraudulent misrepresentation, provided further that such Indemnitee
shall be required to repay any and all amounts advanced or paid by the Company pursuant to this Section (without interest) to the
extent that it is ultimately determined that such Indemnified Person was not entitled to be indemnified by the Company. A certificate
containing reasonable detail as to the amount of such indemnification submitted to the Company by the Indemnitee shall be conclusive
evidence, absent manifest error, of the amount due from the Company to the Indemnitee. If any action shall be brought against any Indemnitee
with respect to which indemnity may be sought pursuant to this Agreement, such Indemnitee shall promptly notify the Company in writing,
and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Indemnitee.
Any Indemnitee shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such Indemnitee, except to the extent that (i) the employment thereof has
been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume
such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material
conflict on any material issue between the position of the Company and the position of such Indemnitee, in which case the Company shall
be responsible for the reasonable fees and expenses of no more than one such separate counsel.


 






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		10.	EVENTS OF DEFAULT.



 


In addition to any other rights
and remedies under applicable law and this Agreement, so long as an “Event of Default” has occurred and is continuing, or
if any event that, after notice and/or lapse of time, would reasonably be expected to become an Event of Default, has occurred and is
continuing, the Company shall not deliver to the Investor any Purchase Notice, and the Investor shall not purchase any Ordinary Shares
or American Depositary Shares under this Agreement. An “Event of Default” shall be deemed to have occurred at any time as
any of the following events occurs:


 


(a)            the
effectiveness of the Registration Statement registering the Securities lapses for any reason (including, without limitation, the issuance
of a stop order or similar order), the Registration Statement or any prospectus thereunder is unavailable for the sale by the Company
to the Investor (or the resale by the Investor) of any or all of the Securities to be issued to the Investor under the Transaction Documents,
and any such lapse or unavailability continues for a period of ten (10) consecutive Business Days or for more than an aggregate of
thirty (30) Business Days in any 365-day period, but excluding a lapse or unavailability where (i) the Company terminates the Registration
Statement after the Investor has confirmed in writing that all of the Securities covered thereby have been resold or (ii) the Company
supersedes the Registration Statement with a New Registration Statement, including (without limitation) when the Registration Statement
is effectively replaced with a New Registration Statement covering Securities (provided in the case of this clause (ii) that all
of the Securities covered by the superseded (or terminated) registration statement that have not theretofore been sold to the Investor
are included in the superseding (or new) registration statement);


 


(b)            the
suspension of the American Depositary Shares from trading on the Principal Market for a period of one (1) Business Day, provided
that the Company may not direct the Investor to purchase any American Depositary Shares during any such suspension;


 


(c)            the
delisting of the American Depositary Shares from The Nasdaq Capital Market; provided, however, that the American Depositary Shares is
not immediately thereafter trading on The Nasdaq Global Market, The Nasdaq Global Select Market, the New York Stock Exchange, the NYSE
Arca, the NYSE American, the OTC Bulletin Board, or the OTCQB or the OTCQX operated by the OTC Markets Group, Inc. (or any nationally
recognized successor to any of the foregoing);


 


(d)            the
failure for any reason by the Transfer Agent to issue Purchase Shares to the Investor by the second Business Day after the applicable
Regular Purchase Date or Accelerated Purchase Date (as applicable) on which the Investor is entitled to receive such Purchase Shares;


 


(e)            the
Company breaches any representation, warranty, covenant or other term or condition under any Transaction Document if such breach could
have a Material Adverse Effect and except, in the case of a breach of a covenant which is reasonably curable, only if such breach continues
for a period of at least ten (10) Business Days;


 






    26


     


    

 


(f)            if
any Person commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law;


 


(g)           if
the Company is at any time insolvent, or, pursuant to or within the meaning of any Bankruptcy Law, (i) commences a voluntary case,
(ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law (a “Custodian”) of it or for all
or substantially all of its property, or (iv) makes a general assignment for the benefit of its creditors or is generally unable
to pay its debts as the same become due;


 


(h)            a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against the Company in
an involuntary case, (ii) appoints a Custodian of the Company or for all or substantially all of its property, or (iii) orders
the liquidation of the Company;


 


(i)            if
at any time the Company through the Depositary is not eligible to transfer its American Depositary Shares as DTC Shares, or if the Company
is unable to issue American Depositary Shares pursuant to the Deposit Agreement, dated as of January 12, 2021, as amended and supplemented
from time to time (the “Deposit Agreement”), by and among the Company, the Depositary and all holders and beneficial
owners of American Depositary Shares, or any successor agreement thereto; or


 


(j)            if
at any time after the Commencement Date, the Exchange Cap is reached (to the extent the Exchange Cap is applicable pursuant to Section 2(e) hereof)
and the Company’s shareholders have not approved the transactions contemplated by this Agreement in accordance with the applicable
rules and regulations of the Principal Market.


 


		11.	TERMINATION



 


This Agreement may be terminated
only as follows:


 


(a)            If
pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against
the Company, a Custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general
assignment for the benefit of its creditors (any of which would be an Event of Default as described in Sections 10(f), 10(g) and
10(h) hereof), this Agreement shall automatically terminate without any liability or payment to the Company (except as set
forth below) without further action or notice by any Person.


 


(b)            In
the event that the Commencement shall not have occurred on or before August 24, 2022 due to the failure to satisfy the conditions
set forth in Sections 7 and 8 above with respect to the Commencement, either the Company or the Investor shall have the
option to terminate this Agreement at the close of business on such date or thereafter without liability of any party to any other party
(except as set forth below); provided, however, that the right to terminate this Agreement under this Section 11(b) shall
not be available to any party if such party is then in breach of any covenant or agreement contained in this Agreement or any representation
or warranty of such party contained in this Agreement fails to be true and correct such that the conditions set forth in Section 7(d) or
Section 8(d), as applicable, could not then be satisfied.


 


(c)            At
any time after the Commencement Date, the Company shall have the option to terminate this Agreement for any reason or for no reason by
delivering notice (a “Company Termination Notice”) to the Investor electing to terminate this Agreement without any
liability whatsoever of any party to any other party under this Agreement (except as set forth below). The Company Termination Notice
shall be effective one (1) Business Day after it has been received by the Investor.


 






    27


     


    

 


(d)            This
Agreement shall automatically terminate on the date that the Company sells and the Investor purchases the full Available Amount as provided
herein, without any action or notice on the part of any party and without any liability whatsoever of any party to any other party under
this Agreement (except as set forth below).


 


(e)            If,
for any reason or for no reason, the full Available Amount has not been purchased in accordance with Section 2 of this Agreement
by the Maturity Date, this Agreement shall automatically terminate on the Maturity Date, without any action or notice on the part of any
party and without any liability whatsoever of any party to any other party under this Agreement (except as set forth below).


 


Except as set forth in Sections
11(a) (in respect of an Event of Default under Sections 10(f), 10(g) and 10(h), 11(d) and
11(e)), any termination of this Agreement pursuant to this Section 11 shall be effected by written notice from the
Company to the Investor, or the Investor to the Company, as the case may be, setting forth the basis for the termination hereof. The representations
and warranties of the Company and the Investor contained in Sections 3 and 4 hereof, the indemnification provisions set
forth in Section 9 hereof and the agreements and covenants set forth in Sections 5, Section 6, 10,
11 and 12 shall survive the Commencement and any termination of this Agreement. No termination of this Agreement shall (i) affect
the Company’s or the Investor’s rights or obligations under (A) this Agreement with respect to any pending Regular Purchases,
Accelerated Purchases, and Additional Accelerated Purchases and the Company and the Investor shall complete their respective obligations
with respect to any pending Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases under this Agreement and (B) the
Registration Rights Agreement, which shall survive any such termination in accordance with its terms, or (ii) be deemed to release
the Company or the Investor from any liability for intentional misrepresentation or willful breach of any of the Transaction Documents.


 


		12.	MISCELLANEOUS.



 


(a)            Governing
Law; Jurisdiction; Jury Trial. The corporate laws of the Kingdom of Denmark shall govern all issues concerning the relative rights
of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this
Agreement and the other Transaction Documents shall be governed by the internal laws of the State of New York, without giving effect to
any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause
the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive
jurisdiction of and venue in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter
jurisdiction, in any state court located in the City and County of New York, for the adjudication of any dispute hereunder or under the
other Transaction Documents or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and
hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to
the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such
suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this
Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 






    28


     


    

 


(b)            Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature
or signature delivered by e-mail in a “.pdf” format data file shall be considered due execution and shall be binding upon
the signatory thereto with the same force and effect as if the signature were an original signature.


 


(c)            Headings.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.


 


(d)            Severability.
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any
provision of this Agreement in any other jurisdiction.


 


(e)            Entire
Agreement. The Transaction Documents supersede all other prior oral or written agreements between the Investor, the Company, their
affiliates and Persons acting on their behalf with respect to the subject matter thereof, and this Agreement, the other Transaction Documents
and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein
and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant
or undertaking with respect to such matters. The Company acknowledges and agrees that it has not relied on, in any manner whatsoever,
any representations or statements, written or oral, other than as expressly set forth in the Transaction Documents. The Investor acknowledges
and agrees that it has not relied on, in any manner whatsoever, any representations or statements, written or oral, other than as expressly
set forth in the Transaction Documents.


 


(f)            Notices.
Any notices, consents or other communications required or permitted to be given under the terms of this Agreement must be in writing and
will be deemed to have been delivered: (i) upon receipt when delivered personally; (ii) upon receipt when sent by facsimile
or email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or
(iii) one Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to
the party to receive the same. The addresses for such communications shall be:


 


If to the Company:


 


Evaxion Biotech A/S 


Dr. Neergaards Vej 5f 


DK-2970 Hoersholm, Denmark 


Telephone: + 45 53 53 18 50 


E-mail:
jnn@evaxion-biotech.com





Attention: Jesper Nyegaard Nissen


 


With a copy to (which shall
not constitute notice or service of process):


 


Duane Morris LLP 


230 Park Avenue, Suite 1130 


New York, New York 10169 


		Telephone:	212.818.9200



		Facsimile:	212.818.9606



		E-mail:	DAKinsey@duanemorris.com



		Attention:	Dwight A. Kinsey, Esq.









    29


     


    

 


If to the Investor:


 


Lincoln Park Capital Fund, LLC 


440 North Wells, Suite 410 


Chicago, IL 60654 


		Telephone:	312.822.9300



		Facsimile:	312.822.9301



		E-mail:	jscheinfeld@lpcfunds.com/jcope@lpcfunds.com



		Attention:	Josh Scheinfeld/Jonathan Cope



 


With a copy to (which shall not constitute
notice or service of process):


 


K&L Gates,
LLP 


200 S. Biscayne
Blvd., Ste. 3900 


Miami, Florida
33131 


		Telephone:	305.539.3306



		Facsimile:	305.358.7095



		E-mail:	clayton.parker@klgates.com



		Attention:	Clayton E. Parker, Esq.






 


If to the Transfer Agent:


 


Computershare A/S 


Lottenborgvej 26
D, 1. 


DK- 2800 Kgs. Lyngby,
Denmark 


		Phone:	+45 45 46 09 98



		E-mail:	info@computershare.dk



		Attention:	Jeppe Michael Christensen



 


If to the Depositary:


 


Bank of New York Mellon 


240 Greenwich Street 


New York, New York 10286 


Telephone: 212-495-1784 


Attention: Depositary Receipt Administration


 


or at such other address,
e-mail and/or facsimile number and/or to the attention of such other Person as the recipient party has specified by written notice given
to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (A) given
by the recipient of such notice, consent or other communication, (B) mechanically or electronically generated by the sender’s
facsimile machine or e-mail account containing the time, date, and recipient facsimile number or e-mail address, as applicable, and an
image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be
rebuttable evidence of personal service, receipt by facsimile or email or receipt from a nationally recognized overnight delivery service
in accordance with clause (i), (ii) or (iii) above, respectively.


 






    30


     


    

 


(g)            Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.
The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor,
including by merger or consolidation. The Investor may not assign its rights or obligations under this Agreement.


 


(h)            No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and, except as set forth in Section 9, is not for the benefit of, nor may any provision hereof be enforced by,
any other Person.


 


(i)            Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to
consummate and make effective, as soon as reasonably possible, the Commencement, and to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.


 


(j)            No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their
mutual intent, and no rules of strict construction will be applied against any party.


 


(k)            Remedies,
Other Obligations, Breaches and Injunctive Relief. The Investor’s remedies provided in this Agreement, including,
without limitation, the Investor’s remedies provided in Section 9, shall be cumulative and in addition to all other
remedies available to the Investor under this Agreement, at law or in equity (including a decree of specific performance and/or other
injunctive relief), no remedy of the Investor contained herein shall be deemed a waiver of compliance with the provisions giving rise
to such remedy and nothing herein shall limit the Investor’s right to pursue actual damages for any failure by the Company to comply
with the terms of this Agreement. The parties acknowledge that a breach by any party of its obligations hereunder will cause irreparable
harm to the non-breaching party and that the remedy at law for any such breach may be inadequate. The parties therefore agree that, in
the event of any such breach or threatened breach, the non-breaching party shall be entitled, in addition to all other available remedies,
to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.


 


(l)            Enforcement
Costs. If: (i) this Agreement is placed by the Investor or the Company in the hands of an attorney for enforcement or is enforced
by the Investor or the Company through any legal proceeding; (ii) an attorney is retained to represent the Investor in any bankruptcy,
reorganization, receivership or other proceedings affecting creditors’ rights and involving a claim under this Agreement; or (iii) an
attorney is retained to represent the Investor or the Company in any other proceedings whatsoever in connection with this Agreement, then
the party against which redress is sought under this Section 12(l) shall pay, all reasonable costs and expenses including attorneys’
fees incurred in connection therewith to the party incurring such costs and expenses, as incurred, in addition to all other amounts due
hereunder.


 


(m)            Amendment
and Waiver; Failure or Indulgence Not Waiver. No provision of this Agreement may be amended other than by a written instrument signed
by both parties hereto and no provision of this Agreement may be waived other than in a written instrument signed by the party against
whom enforcement of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise
thereof or of any other right, power or privilege.


 


** Signature Page Follows **


 






    31


     


    

 


IN WITNESS WHEREOF,
the Investor and the Company have caused this Purchase Agreement to be duly executed as of the date first written above.


 


	 	THE COMPANY:
	 	 
	 	EVAXION BIOTECH A/S
	 	 
	 	By:	 
	 	Name:	 Lars Staal Wegner
	 	Title: 	Chief Executive Officer
	 	 
	 	INVESTOR:
	 	 
	 	LINCOLN PARK CAPITAL FUND,
    LLC
	 	BY: LINCOLN PARK CAPITAL,
    LLC
	 	BY:
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 






    32


     


    

 


SCHEDULES


 


	Schedule 4(c)	Capitalization




 


EXHIBITS


 


	Exhibit A	Form of Officer’s Certification




 






     


     


    

 


DISCLOSURE SCHEDULES


 


Schedule 4(c) – Capitalization


 


	 	Share capital -

      Number of ordinary shares - 23,350,193

      Share capital (DKK in thousands) - 23,350





 





 






     


     


    

 


EXHIBIT A


 


FORM OF OFFICER’S CERTIFICATE


 


This Officer’s Certificate
(“Certificate”) is being delivered pursuant to Section 8(c) of that certain Purchase Agreement dated
as of June 7, 2022, (“Purchase Agreement”), by and between EVAXION BIOTECH A/S, a company incorporated
under the laws of the Kingdom of Denmark (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”).
Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.


 


The undersigned, Lars Staal
Wegner, Chief Executive Officer of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:


 


1.            I
am the Chief Executive Officer of the Company and make the statements contained in this Certificate;


 


2.            The
representations and warranties of the Company are true and correct in all material respects (except to the extent that any of such representations
and warranties is already qualified as to materiality in Section 4 of the Purchase Agreement, in which case, such representations
and warranties are true and correct without further qualification) as of the date when made and as of the Commencement Date as though
made at that time (except for representations and warranties that speak as of a specific date, in which case such representations and
warranties are true and correct in all material respects as of such date);


 


3.            The
Company has performed, satisfied and complied in all material respects with covenants, agreements and conditions required by the Transaction
Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date, to the extent not otherwise
waived.


 


4.            The
Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy Law nor
does the Company or any of its Subsidiaries currently have any knowledge or reason to believe that its creditors intend to initiate involuntary
bankruptcy or insolvency proceedings. The Company is currently financially solvent and is generally able to pay its debts as they become
due.


 


IN WITNESS WHEREOF, I
have hereunder signed my name on this 7th day of June.


 


	 	Name: Lars Staal Wegner
	 	Title: Chief Executive Officer




 


The undersigned as Chief Operating
Officer of EVAXION BIOTECH A/S, a company incorporated under the laws of the Kingdom of Denmark, hereby certifies that Lars Staal
Wegner is the duly elected, appointed, qualified and acting Chief Executive Officer of EVAXION BIOTECH A/S and that the signature
appearing above is his genuine signature.


 


	 	Name: Jesper Nyegaard Nissen
	 	Title: Chief Operating Officer