Exhibit
4.1


 


Execution
Copy 


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 24, 2021, is made by and between NABRIVA
THERAPEUTICS PLC, an Irish incorporated public limited company (the “Company”), and LINCOLN PARK CAPITAL FUND,
LLC, an Illinois limited liability company (together with its
permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective
meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented
or otherwise modified from time to time, the “Purchase Agreement”).


 


WHEREAS:


 


The
Company has the right, upon the terms and subject to the conditions of the Purchase Agreement, to allot and issue to the Buyer up to
Twenty-Three Million Dollars ($23,000,000) of Purchase Shares and to induce the Buyer to enter into the Purchase Agreement, the Company
has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder
(collectively, the “Securities Act”), and applicable state securities laws.


 


NOW,
THEREFORE, in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:


 


1.            DEFINITIONS.


 


As
used in this Agreement, the following terms shall have the following meanings:


 


a.       “Investor”
means the Buyer, any transferee or assignee thereof to whom the Buyer assigns its rights under this Agreement in accordance with Section
9 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof to whom a transferee
or assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions
of this Agreement.


 


b.       “Person”
means any individual or entity including but not limited to any corporation, a limited liability company, an association, a partnership,
an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.


 


c.       “Register,”
 “registered,” and “registration” refer to a registration effected by preparing and filing one or
more registration statements of the Company in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or
any successor rule providing for offering securities on a continuous basis (“Rule 415”), and the declaration or ordering
of effectiveness of such registration statement(s) by the United States Securities and Exchange Commission (the “SEC”).





 


d.       “Registrable
Securities” means all of the Commitment Shares and the Purchase Shares that may, from time to time, be issued or become issuable
to the Investor under the Purchase Agreement (without regard to any limitation or restriction on purchases), and any and all Ordinary
Shares issued or issuable with respect to the Purchase Shares or the Commitment Shares or the Purchase Agreement as a result of any share
split, reverse share split, share dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation
on purchases under the Purchase Agreement.


 


e.       “Registration
Statement” means one or more registration statements of the Company covering only the resale of the Registrable Securities.


 






    


     


    

 


2.            REGISTRATION.


 


a.       Mandatory
Registration. The Company shall, within ten (10) Business Days from the date of this Agreement, file with the SEC an initial Registration
Statement on Form S-1 covering the maximum number of Registrable Securities as the Company shall be permitted to be included thereon
in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by
the Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined
by both the Company and the Investor in consultation with their respective legal counsel (in any case including all of the Commitment
Shares), subject to the aggregate number of authorized shares of the Company’s Ordinary Shares then available for issuance under
its Memorandum and Articles of Association. The initial Registration Statement shall register only the Registrable Securities. The Investor
and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement
to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration
to all comments. The Investor acknowledges that it will be identified in the initial Registration Statement as an underwriter within
the meaning of Section 2(a)(11) of the Securities Act and shall furnish all information reasonably requested by the Company for inclusion
therein. The Company shall use reasonable best efforts to have the Registration Statement and any amendment declared effective by the
SEC as soon as practicable. The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule
415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby
at all times until the earlier of (i) the date on which the Investor shall have resold all the Registrable Securities covered thereby
and no Available Amount remains under the Purchase Agreement and (ii) 180 days following the earlier of (A) the Maturity Date and (B)
the date of termination of the Purchase Agreement (the “Registration Period”). The Registration Statement (including
any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances
in which they were made, not misleading.


 


b.       Rule
424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file with the SEC, pursuant
to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements, if any, to be used in connection with resales
of the Registrable Securities by the Buyer under the Registration Statement. The Investor and its counsel shall have a reasonable opportunity
to review and comment upon such prospectus prior to its filing with the SEC, and the Company shall give due consideration to all comments.
The Investor shall use its reasonable best efforts to provide any such comments within one (1) Business Day from the date the Investor
receives the final pre-filing version of such prospectus.


 


c.       Sufficient
Number of Shares Registered. In the event the number of shares available under the Registration Statement is insufficient to cover
all of the Registrable Securities, the Company shall file an amendment to the Registration Statement or file a new Registration Statement
(a “New Registration Statement”), so as to cover all of such Registrable Securities (subject to the limitations set
forth in Section 2(a)) as soon as practicable, but in any event not later than ten (10) Business Days after the necessity arises,
subject to any limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act and subject to Section 12 of this
Agreement. The Company shall use its commercially reasonable efforts to cause such amendment and/or New Registration Statement to become
effective as soon as practicable following the filing thereof.


 






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d.     
Offering. If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a
Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration
Statement to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed
prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise
required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then
the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent,
which shall not be unreasonably withheld, delayed or conditioned, of the Investor and its legal counsel as to the specific Registrable
Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective
and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use commercially
reasonable efforts to file one or more New Registration Statements in accordance with Section 2(c) until such time as all Registrable
Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available
for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations
to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to
comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).


 


3.             RELATED
OBLIGATIONS.


 


With
respect to the Registration Statement and whenever any Registrable Securities are to be registered pursuant to Section 2, including
on any New Registration Statement, the Company shall use its commercially reasonable efforts to effect the registration of the Registrable
Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following
obligations:


 


a.       The
Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to any Registration
Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424
promulgated under the Securities Act, as may be necessary to keep the Registration Statement or any New Registration Statement effective
at all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act with respect to
the disposition of all Registrable Securities of the Company covered by the Registration Statement or any New Registration Statement
until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition
by the Investor as set forth in such Registration Statement.


 


b.       The
Company shall permit the Investor to review and comment upon the Registration Statement or any New Registration Statement and all amendments
and supplements thereto at least two (2) Business Days prior to their filing with the SEC, and not file any document in a form to which
Investor reasonably objects. The Investor shall use its commercially reasonable efforts to comment upon the Registration Statement or
any New Registration Statement and any amendments or supplements thereto within two (2) Business Days from the date the Investor receives
the final version thereof. The Company shall furnish to the Investor, without charge any correspondence from the SEC or the staff of
the SEC to the Company or its representatives relating to the Registration Statement or any New Registration Statement.


 


c.       Upon
request of the Investor, the Company shall furnish to the Investor, (i) promptly after the same is prepared and filed with the SEC,
at least one copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules, all
documents incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any Registration Statement, a copy of
the prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number of copies as
the Investor may reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus, as the
Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by the
Investor. For the avoidance of doubt, any filing available to the Investor via the SEC’s live EDGAR system shall be deemed
 “furnished to the Investor” hereunder.


 






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d.       The
Company shall use commercially reasonable efforts to (i) register and qualify the Registrable Securities covered by a Registration Statement
under such other securities or “blue sky” laws of such jurisdictions in the United States as the Investor reasonably requests,
(ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations
and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions
as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv)
take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided,
however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any
jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (y) subject itself to general taxation
in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify
the Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the
registration or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any
jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.


 


e.       As
promptly as practicable after becoming aware of such event or facts, the Company shall notify the Investor of the happening of any event
or existence of such facts as a result of which the prospectus included in any Registration Statement, as then in effect, includes an
untrue statement of a material fact or omits to state 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 that in no event shall such notice contain
any material, non-public information regarding the Company), and promptly prepare a supplement or amendment to such Registration Statement
to correct such untrue statement or omission, and deliver a copy of such supplement or amendment to the Investor (or such other number
of copies as the Investor may reasonably request). The Company shall also promptly notify the Investor in writing (i) when a prospectus
or any prospectus supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment
has become effective (notification of such effectiveness shall be delivered to the Investor by email or facsimile on the same day of
such effectiveness or by overnight mail), (ii) of any request by the SEC for amendments or supplements to any Registration Statement
or related prospectus or related information, and (iii) of the Company’s reasonable determination that a post-effective amendment
to a Registration Statement would be appropriate.


 


f.       The
Company shall use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness
of any Registration Statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction and,
if such an order or suspension is issued, to obtain the withdrawal of such order or suspension as soon as practical and to notify the
Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any
proceeding for such purpose.


 


g.       The
Company shall (i) cause all the Registrable Securities to be listed on each securities exchange on which securities of the same
class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under
the rules of such exchange, or (ii) secure designation and quotation of all the Registrable Securities on the Principal Market. The
Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(g).


 






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h.       The
Company shall comply with Section 6(b) of the Purchase Agreement with respect to the issuance of Registrable Securities.


 


i.        The
Company shall at all times provide a transfer agent and registrar with respect to its Ordinary Shares.


 


j.        If
reasonably requested by the Investor, the Company shall (i) as soon as practicable after receipt of written notice from the Investor,
incorporate in a prospectus supplement or post-effective amendment such information as the Investor reasonably believes necessary to
be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with
respect to the number of Registrable Securities being sold, the purchase price being paid therefor and any other terms of the offering
of the Registrable Securities; (ii) make all required filings of such prospectus supplement or post-effective amendment as soon as practicable
after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement
or make amendments to any Registration Statement.


 


k.       The
Company shall use its commercially reasonable efforts to cause the Registrable Securities covered by any Registration Statement to be
registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such
Registrable Securities.





l.        Within
one (1) Business Day after any Registration Statement which includes the Registrable Securities is declared effective by the SEC, the
Company shall deliver, and shall, if necessary, cause its legal counsel for the Company to deliver, to the transfer agent for such Registrable
Securities (with copies to the Investor) confirmation that such Registration Statement has been declared effective by the SEC in a form
acceptable to the transfer agent. Thereafter, if reasonably requested by the Buyer at any time, the Company (acting directly or through
its counsel) shall deliver to the Buyer, which may be via e-mail, a written confirmation whether or not the effectiveness of such Registration
Statement has lapsed at any time for any reason (including, without limitation, the issuance of a stop order by the SEC) and whether
or not the Registration Statement is available to the Buyer for sale of all of the Registrable Securities.


 


m.      Company
agrees to take all other reasonable actions as necessary and reasonably requested in writing by the Investor to expedite and facilitate
disposition by the Investor of the Registrable Securities pursuant to any Registration Statement.


 


4.            OBLIGATIONS
OF THE INVESTOR.


 


a.       The
Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with
any Registration Statement or New Registration Statement hereunder. The Investor shall as soon as practicable furnish to the Company
such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities
held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents
in connection with such registration as the Company may reasonably request.


 






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b.       The
Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of
any Registration Statement or New Registration Statement hereunder and any amendments and supplements thereto.


 


c.       The
Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described
in Section 3(f) or the first sentence of 3(e), the Investor will immediately discontinue disposition of Registrable Securities
pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of a
notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) or the supplemented
or amended prospectus as contemplated by the first sentence of 3(e). Notwithstanding anything to the contrary, the Company shall
cause its transfer agent to promptly deliver Ordinary Shares without any restrictive legend in accordance with the terms of the Purchase
Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale
prior to the Investor’s receipt of a notice from the Company to the Investor of the happening of any event of the kind described
in Section 3(f) or the first sentence of Section 3(e) and for which the Investor has not yet settled.


 


5.             EXPENSES
OF REGISTRATION.


 


The
Company shall pay, or procure the payment of all reasonable expenses, other than sales or brokerage commissions and fees and disbursements
of counsel for, and other expenses of, the Investor, incurred in connection with registrations, filings or qualifications pursuant to
Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting
fees, and fees and disbursements of counsel for the Company.


 






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6.            INDEMNIFICATION.


 


a.       To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each
Person, if any, who controls the Investor, the members, directors, officers, partners, employees, agents, managers, and
representatives of the Investor and each Person, if any, who controls the Investor within the meaning of the Securities Act or the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each, an “Indemnified
Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable
attorneys’ fees, amounts paid in settlement (with the consent of the Company, such consent not to be unreasonably withheld) or
reasonable expenses, joint or several, (collectively, “Claims”) reasonably incurred in investigating, preparing
or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court
or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an
indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject
insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based
upon: (i) any untrue statement or alleged untrue statement of a material fact in the Registration Statement, any New Registration
Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under
the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered, or the omission
or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not
misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended
or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission
to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the
statements therein were made, not misleading, (iii) any violation or alleged violation by the Company of the Securities Act, the
Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating
to the offer or sale of the Registrable Securities pursuant to the Registration Statement or any New Registration Statement or (iv)
any material violation by the Company of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively,
 “Violations”). The Company shall reimburse each Indemnified Person promptly as such expenses are incurred and are
due and payable, for any reasonable and documented legal fees or other reasonable expenses incurred by them in connection with
investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement
contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a
Violation which occurs in reliance upon and in conformity with information about the Investor furnished in writing to the Company by
such Indemnified Person expressly for use in connection with the preparation of the Registration Statement, any New Registration
Statement or any such amendment thereof or supplement thereto or prospectus contained therein, if such Registration Statement, New
Registration Statement or amendment thereof or supplement thereto or prospectus was timely made available by the Company pursuant to Section
3(c) or Section 3(e); (ii) with respect to any superseded prospectus, shall not inure to the benefit of any Indemnified
Person from whom the Indemnified Person asserting any such Claim purchased the Registrable Securities that are the subject thereof
(or to the benefit of any person controlling such Indemnified Person) if the untrue statement or omission of material fact contained
in the superseded prospectus was corrected in the revised prospectus, as then amended or supplemented, if such revised prospectus
was timely made available by the Company pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was promptly advised
in writing not to use the incorrect prospectus prior to the use giving rise to a violation and such Indemnified Person,
notwithstanding such advice, used it; (iii) shall not be available to the extent such Claim is based on a failure of the Investor to
deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus was timely made available by
the Company pursuant to Section 3(c) or Section 3(e); and (iv) 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, delayed or conditioned. Such indemnity shall remain in full force and effect regardless of any investigation made by or on
behalf of the Indemnified Person and shall survive the transfer of the rights and obligations hereunder pursuant to Section
9.


 






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b.       In
connection with the Registration Statement or any New Registration Statement, the Investor agrees to indemnify, hold harmless and
defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each
of its officers who signs the Registration Statement or any New Registration Statement, each Person, if any, who controls the
Company within the meaning of the Securities Act or the Exchange Act (collectively and together with an Indemnified Person, an
 “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the
Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any
Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with
written information about the Investor set forth on Exhibit A attached hereto and furnished to the Company by the Investor
expressly for use in connection with such Registration Statement (as such information about the Investor may be updated and
furnished to the Company by the Investor expressly for use in connection with any New Registration Statement or prospectus); and,
subject to Section 6(d), the Investor will reimburse any legal or other expenses reasonably incurred by any Indemnified Party
in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this
Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written consent of the Investor, which consent shall not be
unreasonably withheld, delayed or conditioned; provided, further, however, that the Investor shall be liable under this Section
6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to the Investor as a result of
the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable
Securities by the Investor pursuant to Section 9.


 






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c.       Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or
proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if
a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party
a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the
indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof
with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be;
provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses
to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation
by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding.
The Indemnified Party or Indemnified Person shall cooperate with the indemnifying party in connection with any negotiation or defense
of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available
to the Indemnified Party or Indemnified Person which relates to such action or claim. The indemnifying party shall keep the Indemnified
Party or Indemnified Person apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying
party shall be liable for any settlement of any action, claim or proceeding effected without its written consent, provided, however,
that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the
consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise
which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified
Person of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the
indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties,
firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in
its ability to defend such action.


 


d.       The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred. Any Person receiving a payment pursuant to this Section
6 that is later determined not to be entitled to such payment shall return such payment to the person making it.


 


e.       The
indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified
Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to applicable
law.


 


7.            CONTRIBUTION.


 


To
the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the
maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent
permitted by law; provided, however, that: (i) no seller of Registrable 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 Registrable Securities who
was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in
amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities.


 






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8.             REPORTS
AND DISCLOSURE UNDER THE SECURITIES ACT.


 


With
a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or
regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule
144”), the Company agrees, at the Company’s sole expense, so long as the Investor owns Registrable Securities, to use
commercially reasonable efforts to:


 


a.       make
and keep public information available, as those terms are understood and defined in Rule 144;


 


b.       file
with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act
so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable
provisions of Rule 144;


 


c.       furnish
to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that
it has complied with the reporting and or disclosure provisions of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of
the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such
other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration;
and


 


d.       take
such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant
to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions
to the Company’s Transfer Agent as may be reasonably requested from time to time by the Investor and otherwise fully cooperate
with Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.


 


The
Company agrees that damages may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that
Investor shall, whether or not it is pursuing any remedies at law, be entitled to seek equitable relief in the form of a preliminary
or permanent injunction, without having to post any bond or other security, upon any breach or threatened breach of any such terms or
provisions.


 


		9.	ASSIGNMENT
                                            OF REGISTRATION RIGHTS.



 


The
Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor; provided,
however, that any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company
remains the surviving entity immediately after such transaction shall not be deemed an assignment. The Investor may not assign its rights
under this Agreement without the prior written consent of the Company, other than to an affiliate of the Investor controlled by Jonathan
Cope or Josh Scheinfeld, in which case the assignee must agree in writing to be bound by the terms and conditions of this Agreement.


 






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10.           AMENDMENT
OF REGISTRATION RIGHTS.


 


No
provision of this Agreement may be amended or waived by the parties from and after the date that is one (1) Business Day immediately
preceding the initial filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence, no provision
of this Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than in a
written instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right
or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.


 


11.          MISCELLANEOUS.


 


a.       A
Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities.
If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable
Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable
Securities.


 


b.       Any
notices, consents, waivers 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 (1) 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, email addresses and facsimile numbers for such communications shall be:


 


If
to the Company:


 


	 	Nabriva Therapeutics plc
	 	25-28 North Wall Quay
	 	IFSC, Dublin 1, Ireland




	 	Telephone: 	(610) 816-6640
	 	E-mail:	[****]
	 	Attention:	Daniel Dolan, Chief Financial Officer




 


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


 


	 	Wilmer Cutler Pickering Hale and Dorr, LLP
	 	7 World Trade Center
	 	250 Greenwich Street
	 	New York, NY 10007







	 	Facsimile:	(212) 230-8888
	 	E-mail:	brian.johnson@wilmerhale.com
	 	Attention:	Brian A. Johnson





 


If
to the Investor:


 


	 	Lincoln Park Capital Fund, LLC
	 	440 North Wells, Suite 410
	 	Chicago, IL 60654










	 	Telephone: 	[****]
	 	Facsimile:	312.822.9301
	 	E-mail:	[****]
	 	Attention:	Josh Scheinfeld or Jonathan Cope


 






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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.


 


or
at such other address, email address 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 at least three (3) Business Days prior to the effectiveness of such change. Written
confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically
generated by the sender’s facsimile machine or email account containing the time, date, recipient facsimile number or email address,
as applicable, or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service,
receipt by facsimile, email or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or
(iii) above, respectively.


 


c.       The
laws of Ireland 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 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 Illinois 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 in connection herewith 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. 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. 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.


 






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d.       This
Agreement and the Purchase Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof
and thereof. There are no restrictions, promises, warranties or undertakings among the parties hereto, other than those set forth or
referred to herein and therein. This Agreement and the Purchase Agreement supersede all prior agreements and understandings among the
parties hereto with respect to the subject matter hereof and thereof.


 


e.       Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the successors and permitted
assigns of each of the parties hereto.


 


f.        The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


g.       This
Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one
and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission
or by e-mail in a “.pdf” format data file of a copy of this Agreement bearing the signature of the party so delivering this
Agreement.


 


h.       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 carry out the intent
and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


i.        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.


 


j.        This
Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person.


 


12.
           TERMINATION.


 


The
obligations of the Company contained in Sections 2, 3, 5 and 8 of this Agreement shall terminate in their entirety upon the earlier of
(i) the date on which the Investor shall have sold all the Securities and no Available Amount remains under the Purchase Agreement and
(ii) 180 days following the earlier of (A) the Maturity Date and (B) the date of termination of the Purchase Agreement; provided that
as long as any Securities remain unsold by the Investor, the Company shall continue to use commercially reasonable efforts to make available
 “current public information” pursuant to Rule 144 promulgated under the Securities Act until the Investor may sell the Securities
thereunder without any restrictions (including any restrictions under Rule 144(c) or Rule 144(i)).


 


*
* * * * *


 






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IN
WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	THE COMPANY:
	 	 
	 	NABRIVA THERAPEUTICS PLC
	 	 
	 	By:	/s/ Daniel Dolan
	 	Name: Daniel Dolan
	 	Title: Chief Financial Officer
	 	 
	 	BUYER:
	 	 
	 	LINCOLN PARK CAPITAL FUND, LLC
	 	BY: LINCOLN PARK CAPITAL, LLC
	 	BY: ROCKLEDGE CAPITAL CORPORATION
	 	 
	 	By:	/s/ Josh Scheinfeld
	 	Name: Josh Scheinfeld
	 	Title: President




 






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EXHIBIT
A


 


Information
About The Investor Furnished To The Company By The Investor 


Expressly
For Use In Connection With The Registration Statement


 


Information
With Respect to Lincoln Park Capital


 


“As
of the date of the Purchase Agreement, Lincoln Park Capital Fund, LLC, beneficially owned zero (0) of our ordinary shares. Josh Scheinfeld
and Jonathan Cope, the Managing Members of Lincoln Park Capital, LLC, the manager of Lincoln Park Capital Fund, LLC, are deemed to be
beneficial owners of all of the ordinary shares owned by Lincoln Park Capital Fund, LLC. Messrs. Cope and Scheinfeld have shared voting
and investment power over the shares being offered under the prospectus filed with the SEC in connection with the transactions contemplated
under the Purchase Agreement. Lincoln Park Capital, LLC is not a licensed broker dealer or an affiliate of a licensed broker dealer.”


 






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