Exhibit
10.63


 


STOCK
PURCHASE AGREEMENT


 


THIS
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 4, 2018, by and between VBI Vaccines
Inc., a British Columbia corporation (the “Company”), and Brii Biosciences Limited, an exempted company organized
under the laws of the Cayman Islands (“Investor”).


 


PREAMBLE


 


A.
Contemporaneously with the execution and delivery of this Agreement, the Company and the Investor are entering into that certain
Collaboration and License Agreement, dated as of the date hereof (the “License Agreement”), relating to, among
other things, the development and commercialization by the Company of the Company’s therapeutic vaccine product; and


 


B.
The Investor wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, 2,295,082
Common Shares (the “Shares”).


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements 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 agree as follows:


 


ARTICLE
1


DEFINITIONS


 


In
addition to the terms defined elsewhere in this Agreement, the following terms have the meanings indicated:


 


“Affiliate”
means, with respect to a Person, any Person that controls, is controlled by or is under common control with such first Person.
For purposes of this definition only, “control” means (a) to possess, directly or indirectly, the power to
direct the management or policies of a Person, whether through ownership of voting securities, by contract relating to voting
rights or corporate governance or otherwise, or (b) to own, directly or indirectly, fifty percent (50%) or more of the outstanding
securities or other ownership interest of such Person. For the purposes of this Agreement, neither Party shall be considered an
Affiliate of the other, and the Affiliates of each Party shall not be considered Affiliates of the other Party or of any of such
other Party’s Affiliates.


 


“Agreement”
has the meaning set forth in the Preamble.


 


“Business
Day” means any day (other than a Saturday, Sunday or a legal holiday) on which banks are open for general business in
New York, New York.


 


“Closing”
means the closing of the purchase and sale of the Shares pursuant to Section 2.1.


 


“Closing
Date” means the date and time of the Closing which shall take place as set forth in Section 2.1, on the date hereof,
simultaneously with the execution of this Agreement.


 


“Common
Shares” means the common shares of the Company, no par value per share.


 


“Company”
has the meaning set forth in the Preamble.


 


“Company
Intellectual Property” has the meaning set forth in Section 3.1(h).


 




    	 	 	 



     


    

 


“Company
U.S. Counsel” means Haynes and Boone, LLP, U.S. counsel to the Company.


 


“Competitor”
means any Person that, during the Term (as defined in the License Agreement), commercializes or develops a product which competes
directly or indirectly with a Licensed Product (as such term is defined in the License Agreement).


 


“Convertible
Securities” means any share or securities (other than Options) convertible into or exercisable or exchangeable for Common
Shares.


 


“Disclosure
Materials” has the meaning set forth in Section 3.1(g).


 


“Equity
Securities” means any all Common Shares and any securities of the Company convertible into, or exchangeable or exercisable
for, such shares, and options, warrants or other rights to acquire such shares.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“GAAP”
has the meaning set forth in Section 3.1(g).


 


“Indemnified
Party” has the meaning set forth in Section 5.2(a).


 


“Indemnifying
Party” has the meaning set forth in Section 5.2(a).


 


“Intellectual
Property” means patents, patent applications, trademarks, trademark applications, service marks, trade names, trade
dress, trade secrets, inventions and discoveries and invention disclosures whether or not patented, copyrights in both published
and unpublished works, including without limitation all compilations, data bases and computer programs, materials and other documentation,
licenses, internet domain names and other intellectual property rights and similar rights.


 


“Investor”
has the meaning set forth in the Preamble.


 


“knowledge”
of the Company means with respect to any statement made to the knowledge of the Company, that the statement is based upon
the actual knowledge, after reasonable due inquiry, of any executive officer of the Company as of the date of this Agreement.


 


“License
Agreement” has the meaning set forth in the Preamble.


 


“Lien”
means any lien, charge, claim, security interest, encumbrance, right of first refusal or other restriction.


 


“Losses”
means any and all losses, claims, damages, liabilities, settlement costs and expenses, including, without limitation, reasonable
attorneys’ fees.


 


“Material
Adverse Effect” means (i) a material adverse effect on the results of operations, assets, business or financial condition
of the Company and the Subsidiaries taken as a whole on a consolidated basis or (ii) a material and adverse effect on the legality,
validity or enforceability of this Agreement, provided, that none of the following alone shall be deemed, in and of itself, to
constitute a Material Adverse Effect: (x) a change in the market price or trading volume of the Common Shares, (y) changes in
general economic conditions or changes affecting the industry in which the Company operates generally (as opposed to Company-specific
changes) so long as such changes do not have a disproportionate effect on the Company and the Subsidiaries taken as a whole or
(z) effects resulting from or relating to the announcement or disclosure of the sale of the Shares or other transactions contemplated
by, or being taken in connection with, this Agreement.


 




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“Options”
means any outstanding rights, warrants or options to subscribe for or purchase Common Shares or Convertible Securities.


 


“Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
a government or any department or agency thereof and any other legal entity.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, a partial proceeding, such as a deposition),
whether commenced or threatened in writing.


 


“Purchase
Price” means Seven Million Dollars ($7,000,000).


 


“Rule
144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to
time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.


 


“SEC”
means the United States Securities and Exchange Commission.


 


“SEC
Reports” has the meaning set forth in Section 3.1(g).


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Shares”
has the meaning set forth in the Preamble.


 


“Short
Sales” means all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange
Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps, derivatives and similar
arrangements.


 


“Subsidiary”
means any entity in which the Company, directly or indirectly, owns capital stock or holds an equity or similar interest.


 


“Trading
Day” means (i) a day on which the Common Shares are traded on a Trading Market (other than the OTCQB or OTCQX), or (ii)
if the Common Shares are not listed or quoted on a Trading Market (other than the OTCQB or OTCQX), a day on which the Common Shares
are traded in the over-the-counter market, as reported by the OTCQB or OTCQX, or (iii) if the Common Shares are not listed or
quoted on any Trading Market, a day on which the Common Shares are quoted in the over-the-counter market as reported in the “Pink
Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting
prices); provided, that in the event that the Common Shares are not listed or quoted as set forth in (i), (ii) and (iii) hereof,
then a Trading Day shall mean a Business Day.


 


“Trading
Market” means whichever of the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq
Global Market, the Nasdaq Capital Market, the OTCQB or OTCQX on which the Common Shares are listed or quoted for trading on the
date in question.


 


“Transaction”
has the meaning set forth in Section 3.2(h).


 




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“Transaction
Documents” means this Agreement and the License Agreement and the schedules and exhibits referred to herein.


 


“Transfer
Agent” means Computershare, or any successor transfer agent for the Company.


 


ARTICLE
2


PURCHASE
AND SALE


 


2.1
Closing. Subject to the terms and conditions set forth in this Agreement, at the Closing, the Company shall issue and sell
to the Investor, and the Investor shall purchase from the Company, the Shares for the Purchase Price. The date and time of the
Closing shall be simultaneously with the execution of this Agreement at the offices of Company U.S. Counsel or such other location
as the parties shall mutually agree.


 


2.2
Closing Deliveries.


 


(a)
At the Closing, the Company shall deliver or cause to be delivered to the Investor a copy of the Company’s irrevocable
instructions to the Transfer Agent instructing the Transfer Agent to register the Shares, free and clear of all restrictive and
other legends (except for a customary legend to the effect that the Shares have not been registered under the Securities Act),
in book-entry form in the name of the Investor.


 


(b)
At the Closing, the Investor shall deliver or cause to be delivered to the Company the Purchase Price in United States dollars
by wire transfer to an account designated in writing to the Investor by the Company for such purpose.


 


ARTICLE
3


REPRESENTATIONS
AND WARRANTIES


 


3.1
Representations and Warranties of the Company. The Company hereby represents and warrants to the Investor that, except as
set forth in the SEC Reports or in the schedules delivered concurrently herewith:


 


(a)
Organization and Qualification. The Company is an entity duly organized, validly existing and in good standing under the laws
of British Columbia, Canada, with the requisite legal authority to own and use its properties and assets and to carry on its business
as currently conducted. Each Subsidiary is an entity duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or formation. Neither the Company nor any Subsidiary is in violation of any of the provisions
of its respective certificate or articles of incorporation, formation, bylaws or other organizational or charter documents. The
Company and each Subsidiary is duly qualified to do business and is in good standing 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 or in good standing, as the case may be, would not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.


 


(b)
Subsidiaries. The Company owns or controls, directly or indirectly, all of the capital stock or comparable equity interests
of each Subsidiary free and clear of any Lien except as described in Section 3.1(b), and all issued and outstanding shares of
capital stock or comparable equity interest of each Subsidiary are validly issued and are fully paid, non-assessable and free
of preemptive and similar rights; and the Company has no Subsidiaries other than the corporations, partnerships, limited liability
partnerships, limited liability companies, associations or other entities set forth on Schedule I.


 




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(c)
Authorization; Enforcement. The Company has the requisite corporate authority to enter into and to consummate the transactions
contemplated by this Agreement and each of the other Transaction Documents to which it is a party and otherwise to carry out its
obligations hereunder and thereunder including the issuance and sale of the Shares. The execution and delivery by the Company
of this Agreement and each of the other Transaction Documents to which it is party and the consummation by it of the transactions
contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and no
further consent or action is required by the Company, its Board of Directors or its stockholders. Each of the Transaction Documents
to which to Company is party to has been duly executed by the Company and is the valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights
generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable
remedies.


 


(d)
No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents
it is party to and the consummation by the Company of the transactions contemplated hereby and thereby do not, and will not, (i)
conflict with or violate any provision of the Company’s certificate or articles of incorporation, bylaws or other organizational
or charter documents, (ii) in any material respect, conflict with, or constitute a default (or an event that 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
(with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company
debt or otherwise) or other understanding to which the Company is a party or by which any property or asset of the Company is
bound, or affected, or (iii) in any material respect, result in a violation of any law, rule, regulation, order, judgment, injunction,
decree or other restriction of any court or governmental authority to which the Company is subject (including, assuming the accuracy
of the representations and warranties of the Investor set forth in Section 3.2 hereof, federal, state and provincial securities
laws and regulations and the rules and regulations of any self-regulatory organization to which the Company or its securities
are subject, including all applicable Trading Markets), or by which any property or asset of the Company is bound or affected.


 


(e)
The Shares. The Shares are duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and
validly issued, fully paid and nonassessable, free and clear of all Liens (other than restrictions on transfer set forth in this
Agreement or imposed by applicable securities laws) and will not be subject to preemptive or similar rights of stockholders (other
than those imposed by the Investor).


 


(f)
Capitalization. The aggregate number of shares and type of all authorized, issued and outstanding classes of capital stock,
Options and other securities of the Company (whether or not presently convertible into or exercisable or exchangeable for shares
of capital stock of the Company) is set forth on Schedule 3.1(f). All outstanding shares of capital stock are duly authorized,
validly issued, fully paid and nonassessable and have been issued in compliance in all material respects with all applicable securities
laws. Except as set forth on Schedule 3.1(f), the Company does not have outstanding any Options, script rights to subscribe
to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable
or exchangeable for, nor has it entered into any agreement giving any Person any right to subscribe for or acquire, any Common
Shares, or securities or rights convertible or exchangeable into Common Shares. Except for customary adjustments as a result of
stock dividends, stock splits, combinations of shares, reorganizations, recapitalizations, reclassifications or other similar
events, there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement
providing rights to security holders) and the issuance and sale of the Shares will not obligate the Company to issue Common Shares
or other securities to any Person (other than the Investor) and will not result in a right of any holder of securities to adjust
the exercise, conversion, exchange or reset price under such securities.


 




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(g)
SEC Reports; Financial Statements. The Company has filed all reports required to be filed by it under the Exchange Act, including
pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof on a timely basis or has received a valid
extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. Such reports
required to be filed by the Company under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, together with
the exhibits thereto and the documents incorporated by reference therein, being collectively referred to herein as the “SEC
Reports” and, together with this Agreement and the schedules to this Agreement, the “Disclosure Materials”.
As of their respective dates (or, if amended or superseded by a filing prior to the Closing Date, then on the date of such filing),
the SEC Reports filed by the Company complied in all material respects with the requirements of the Securities Act and the Exchange
Act and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed (or, if amended or
superseded by a filing prior to the date hereof, then on the date of such filing) by the Company, contained any untrue statement
of a material fact or omitted 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 Reports 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 (or, if amended or superseded by a filing prior to the Closing
Date, then on the date of such filing). Such financial statements have been prepared in accordance with United States generally
accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as
may be otherwise specified in such financial statements, the notes thereto and except that unaudited financial statements may
not contain all footnotes required by GAAP or may be condensed or summary statements, and fairly present in all material respects
the consolidated financial position of the Company and the 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, year-end audit adjustments.
All material agreements to which the Company or any Subsidiary is a party or to which the property or assets of the Company or
any Subsidiary are subject are included as part of or identified in the SEC Reports, to the extent such agreements are required
to be included or identified pursuant to the rules and regulations of the SEC.


 


(h)
Intellectual Property. Except as described in Schedule 3.1(h), the Company owns, or has the right pursuant to a valid, written
license agreement to use and exploit, all Intellectual Property used in or necessary for the conduct of the business of the Company
and that is material to the business of the Company as conducted as of the Closing (the “Company Intellectual Property”).
To the knowledge of the Company, (i) all issued patents and registered trademarks that are Company Intellectual Property and that
are owned by the Company are valid and enforceable and are currently in compliance with formal legal requirements (including without
limitation, as applicable, payment of filing, examination and maintenance fees, proofs of working or use, timely post registration
filing of affidavits of use and incontestability and renewal applications), and (ii) there is no existing infringement or misappropriation
by another Person of any of the Company Intellectual Property. Except as disclosed in the SEC Reports, no claims have been asserted
by a third party in writing (a) alleging that the conduct of the business of the Company has infringed or misappropriated any
Intellectual Property rights of such third party, or (b) challenging or questioning the validity or effectiveness of any Intellectual
Property right of the Company, and, to the knowledge of the Company, there is no valid basis for any such claim. No loss or early
expiration of any of the Company’s material Intellectual Property is pending, or, to the knowledge of the Company, threatened.
The Company has taken reasonable steps in accordance with standard industry practices to protect its rights in the Company Intellectual
Property and at all times has maintained the confidentiality of all information used in connection with the business that constitutes
or constituted a trade secret of the Company.


 




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(i)
Bad Actor Disqualification. With respect to the Shares to be offered and sold hereunder in reliance on Regulation D under
the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other
officer of the Company participating in the offering hereunder, 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”
and, together, “Issuer Covered Persons”) 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). The Company has exercised reasonable care to determine whether any
Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure
obligations under Rule 506(e), and has furnished to the Investor a copy of any disclosures provided thereunder.


 


3.2
Representations and Warranties of the Investor. The Investor hereby represents and warrants to the Company as follows:


 


(a)
Organization; Authority. The Investor is a corporation duly organized, validly existing and in good standing under the laws
of the Cayman Islands with the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and otherwise to carry out its obligations hereunder. The purchase by the Investor of the Shares hereunder has
been duly authorized by all necessary corporate action on the part of the Investor. This Agreement has been duly executed and
delivered by the Investor and constitutes the valid and binding obligation of the Investor, enforceable against it in accordance
with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or other equitable remedies.


 


(b)
No Public Sale or Distribution. The Investor is acquiring the Shares for its own account and not with a view towards, or for
resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under the Securities Act
or under an exemption from such registration and in compliance with applicable federal, state and provincial securities laws,
and the Investor does not have a present arrangement to effect any distribution of the Shares to or through any person or entity;
provided, however, that by making the representations herein, such Investor does not agree to hold any of the Shares
for any minimum or other specific term and reserves the right to dispose of the Shares at any time in accordance with or pursuant
to a registration statement or an exemption under the Securities Act.


 


(c)
Investor Status. At the time the Investor was offered the Shares, it was, and at the date hereof it is an “accredited
investor” as defined in Rule 501(a) under the Securities Act or a “qualified institutional buyer” as defined
in Rule 144A(a) under the Securities Act. Such Investor is not a registered broker dealer registered under Section 15(a) of the
Exchange Act, or a member of the Financial Industry Regulatory Authority, Inc. or an entity engaged in the business of being a
broker dealer.


 




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(d)
Experience of Such Investor. The Investor, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Shares, and has so evaluated the merits and risks of such investment. The Investor understands that it must bear the economic
risk of this investment in the Shares indefinitely, and is able to bear such risk and is able to afford a complete loss of such
investment.


 


(e)
Access to Information. The Investor acknowledges that it has reviewed the Disclosure Materials and has been afforded: (i)
the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company
concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access
to information about the Company and its financial condition, results of operations, business, properties, management and prospects
sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company
possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with
respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of the Investor or its
representatives or counsel shall modify, amend or affect the Investor’s right to rely on the truth, accuracy and completeness
of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.


 


(f)
No Conflicts. The execution, delivery and performance by the Investor of this Agreement and the consummation by the Investor
of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of the Investor 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 Investor is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including
federal, state and provincial securities laws) applicable to the Investor, except in the case of clauses (ii) and (iii) above,
for such that are not material and do not otherwise affect the ability of the Investor to consummate the transactions contemplated
hereby.


 


(g)
Restricted Securities. The Investor understands that the Shares are characterized as “restricted securities” under
the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public
offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities
Act only in certain limited circumstances. The Investor further understands that Shares in book-entry form shall be subject to
the following legend:


 


THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS.


 




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(h)
Prohibited Transactions. The Investor has not, directly or indirectly, and no Person acting on behalf of or pursuant to any
understanding with the Investor has, engaged in any purchases or sales in the securities, including derivatives, of the Company
(including, without limitation, any Short Sales (a “Transaction”) involving any of the Company’s securities)
since the time that the Investor was first contacted by the Company or any other Person regarding an investment in the Company.
The Investor covenants that neither it nor any Person acting on its behalf or pursuant to any understanding with the Investor
will engage, directly or indirectly, in any Transactions in the securities of the Company (including Short Sales) prior to the
time the transactions contemplated by this Agreement are publicly disclosed.


 


ARTICLE
4


OTHER
AGREEMENTS OF THE PARTIES


 


4.1
Filing of Reports. Until the date that the Investor (or any transferee that is an Affiliate of the Investor) ceases to own
any Shares, the Company covenants to use its commercially reasonable efforts to (a) timely file (or obtain extensions in respect
thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant
to the Securities Act and the Exchange Act, (b) comply with the requirements of Rule 144(c) under the Securities Act with respect
to current public information about the Company, and (c) furnish to the Investor promptly upon request therefor (i) a written
statement by the Company as to its compliance with the requirements of Rule 144(c) under the Securities Act, and the reporting
requirements under the Securities Act and the Exchange Act, and (ii) such reports and documents of the Company as the Investor
may reasonably request to avail itself (or its Affiliates) of any similar rule or regulation of the SEC allowing it (or its Affiliates)
to sell any such securities without registration.


 


4.2
Listing of Shares. Promptly following the date hereof, the Company shall take all necessary action to cause the Shares to
be qualified for trading on the Nasdaq Capital Market. If the Company applies to have its Common Shares traded on any other principal
stock exchange or market, it shall include in such application the Shares and will take such other action as is necessary to cause
such Shares to be so listed.


 


4.3
Use of Proceeds. The Company will use the net proceeds from the sale of the Shares to meet its obligations under the License
Agreement and for other working capital and general corporate purposes.


 


4.4
Lock-Up. During the six (6) month period following the Closing, the Investor shall not, without the consent of the Company,
issue, sell, offer or agree to sell, grant any option for the sale of, pledge, enter into any swap, derivative transaction or
other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the
Shares (whether any such transaction is to be settled by delivery of Shares, other securities, cash or other consideration) or
otherwise dispose (or publicly announce the undersigned’s intention to do any of the foregoing) of, directly or indirectly,
any Shares. Notwithstanding anything in this Agreement to the contrary, subject to the requirements of Section 6.6 (including
the obligation to be bound by this Section 4.4), the Investor shall not be restricted from transferring any of the Shares to any
Affiliate of the Investor.


 




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4.5
Public Statements. Except as required by applicable law or regulation, neither party hereto shall issue any press release
or other public announcement concerning the existence of or terms of this Agreement or the Transaction Documents without the prior
written consent of the other Party, which consent shall not be unreasonably withheld. Each Party agrees to provide to the other
Party a copy of any proposed press release or other public announcement as soon as reasonably practicable under the circumstances
prior to the proposed date of dissemination thereof. The party proposing such press release or other public announcement shall
consider in good faith any changes to such proposed press release or public announcement that are requested by the other party.


 


4.6
Legend Removal. The Company shall, or shall cause, the legend set forth in Section 3.2(g) to be removed and shall issue, or
cause to be issued, a certificate (or shares in book-entry form) without such legend or any other legend upon the Investor’s
request, if such Shares are (a) sold or transferred pursuant to Rule 144 or (b) such Shares are eligible for sale under Rule 144,
without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to
such securities and without volume or manner-of-sale restrictions.


 


ARTICLE
5


INDEMNIFICATION


 


5.1
Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless
the Investor, its officers, directors, partners, members, agents and employees, each Person who controls the Investor (within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members,
agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any
and all Losses, as incurred, arising out of or relating to (i) any misrepresentation or breach of any representation or warranty
made by the Company in this Agreement or any other agreement, certificate, instrument or document delivered in connection with
the consummation of the transactions hereby (which, for the avoidance of doubt, shall not include the License Agreement or any
agreements, certificates, instruments or documents ancillary thereto), (ii) any breach of any covenant, agreement or obligation
of the Company contained in this Agreement or any other agreement, certificate, instrument or document delivered in connection
with the consummation of the transactions contemplated hereby (which, for the avoidance of doubt, shall not include the License
Agreement or any agreements, certificates, instruments or documents ancillary thereto), or (iii) any cause of action, suit or
claim brought or made against such Indemnified Party (as defined in Section 5.2(a) below) by a third party (including for these
purposes a derivative action brought on behalf of the Company), arising out of or resulting from (x) the execution, delivery,
performance or enforcement of this Agreement or any other agreement, certificate, instrument or document delivered in connection
with the consummation of the transactions contemplated hereby (which, for the avoidance of doubt, shall not include the License
Agreement or any agreements, certificates, instruments or documents ancillary thereto), or (y) the status of Indemnified Party
as a holder of Common Shares (unless, and only to the extent that, such action, suit or claim is based, including in part, upon
a breach of the Investor’s representations, warranties or covenants in this Agreement or any other agreement, certificate,
instrument or document delivered in connection with the consummation of the transactions contemplated hereby (which, for the avoidance
of doubt, shall not include the License Agreement or any agreements, certificates, instruments or documents ancillary thereto),
or any conduct by the Investor that constitutes fraud, gross negligence or willful misconduct).


 




    	 	10	 



     


    

 


5.2
Conduct of Indemnification Proceedings.


 


(a)
If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified
Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying
Party”) in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of counsel
reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense
thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its
obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by
a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have
proximately and materially adversely prejudiced the Indemnifying Party.


 


(b)
An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i) the
Indemnifying Party has agreed in writing to pay such fees and expenses; or (ii) the Indemnifying Party shall have failed promptly
to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding;
or (iii) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the
Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist
if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party
notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party,
the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of separate
counsel shall be at the expense of the Indemnifying Party). It shall be understood, however, that the Indemnifying Party shall
not, in connection with any one such Proceeding (including separate Proceedings that have been or will be consolidated before
a single judge) be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified
Parties, which firm shall be appointed by a majority of the Indemnified Parties. The Indemnifying Party shall not be liable for
any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld.
No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending
Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such
Indemnified Party from all liability on claims that are the subject matter of such Proceeding.


 


(c)
All reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in
connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be
paid to the Indemnified Party, as incurred, within 20 Trading Days of written notice thereof to the Indemnifying Party (regardless
of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, that
the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it
is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).


 


The
indemnity and agreements contained in this Article 6 are in addition to any liability that the Indemnifying Parties may have to
the Indemnified Parties.


 




    	 	11	 



     


    

 


ARTICLE
6


GENERAL
PROVISIONS


 


6.1
Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees
and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident
to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent
fees, stamp taxes and other taxes and duties levied in connection with the sale and issuance of the Shares.


 


6.2
Entire Agreement. This Agreement, together with the exhibits and schedules hereto, contains the entire understanding of the
parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with
respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. At or after
the Closing, and without further consideration, the Company will execute and deliver to the Investor such further documents as
may be reasonably requested in order to give practical effect to the intention of the parties under this Agreement.


 


6.3
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be
in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication
is delivered via facsimile or email at the facsimile number or email address specified in this Section prior to 5:30 p.m. (New
York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is
delivered via facsimile or email at the facsimile number or email address specified in this Section on a day that is not a Trading
Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the Trading Day following the date of deposit with a
nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be
given. The addresses, facsimile numbers and email addresses for such notices and communications are those set forth on the signature
pages hereof, or such other address or facsimile number as may be designated in writing hereafter, in the same manner, by any
such Person.


 


6.4
Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in the
case of an amendment, by the Company and the Investor or, in the case of a waiver, by the party against whom enforcement of any
such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall
be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition
or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise
of any such right.


 


6.5
Construction. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed
to limit or affect any of the provisions hereof. 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.


 


6.6
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written
consent of the Investor, which consent may be withheld by the Investor in its sole discretion. The Investor may assign its rights
under this Agreement to any Person to whom the Investor assigns or transfers any Shares, provided (i) the Investor agrees
in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company after
such assignment, (ii) the Company is furnished with written notice of (x) the name and address of such transferee or assignee
and (y) the number of Shares which are being transferred or assigned, (iii) following such transfer or assignment, the further
disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable state securities
laws, (iv) such transferee agrees in writing to be bound, with respect to the transferred Shares, by the provisions hereof that
apply to the “Investor” and such transferee is not a Competitor of, or Affiliated with a Competitor of, the Company
and (v) such transfer shall have been made in accordance with the applicable requirements of this Agreement and with all laws
applicable thereto.


 




    	 	12	 



     


    

 


6.7
No Third-Party Beneficiaries. 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, except that
each Indemnified Party is an intended third party beneficiary of Section 5.1, as applicable, and (in each case) may enforce the
provisions of such Section directly against the parties with obligations thereunder.


 


6.8
Governing Law; Venue; Waiver of Jury Trial. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION
OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE COMPANY AND THE
INVESTOR HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK,
BOROUGH OF MANHATTAN FOR THE ADJUDICATION OF ANY DISPUTE BROUGHT BY THE COMPANY OR THE INVESTOR HEREUNDER, IN CONNECTION HEREWITH
OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVE, AND AGREE NOT TO ASSERT IN ANY
SUIT, ACTION OR PROCEEDING BROUGHT BY THE COMPANY OR THE INVESTOR, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION
OF ANY SUCH COURT, OR THAT 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 VIA REGISTERED
OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR 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. THE COMPANY AND
THE INVESTOR HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY.


 


6.9
Survival. The representations and warranties, agreements and covenants contained herein shall survive the Closing.


 


6.10
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together 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, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered
by facsimile transmission or email attachment, such signature shall create a valid and binding obligation of the party executing
(or on whose behalf such signature is executed) with the same force and effect as if such facsimile or email-attached signature
page were an original thereof.


 


6.11
Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will
attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall
incorporate such substitute provision in this Agreement.


 


6.12
Replacement of Certificates. If any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed,
the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and
substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company
of such loss, theft or destruction and the execution by the holder thereof of a customary lost certificate affidavit of that fact,
an agreement to indemnify and hold harmless the Company for any Losses in connection therewith and the posting by the Investor
of any bonds as may be required by the Transfer Agent.


 


6.13
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,
each of the Investor and the Company will be entitled to seek specific performance under this Agreement. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the
foregoing sentence and hereby agree to waive in any action for specific performance of any such obligation (other than in connection
with any action for a temporary restraining order) the defense that a remedy at law would be adequate.


 


[SIGNATURE
PAGES TO FOLLOW]


 




    	 	13	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.


 


	 	VBI
    Vaccines Inc.
	 	 	 
	 	By:	/s/
    Jeff Baxter
	 	 	Name:
    Jeff R. Baxter
	 	 	Title:
    Chief Executive Officer


 


	 	Address
    for Notice:
	 	 
	 	VBI
    Vaccines Inc.
	 	222
        3rd Street, Suite 2241

        Cambridge,
        MA 02142

	 	Attn:
    Chief Executive Officer
	 	 
	 	With
    a copy (which shall not constitute notice) to:
	 	 
	 	Haynes
    and Boone, LLP
	 	30
        Rockefeller Plaza, 26th Floor

        New
        York, NY 10112

        Attention:
        Rick A. Werner



 


	 	Brii
    Biosciences limited
	 	 	 
	 	By:	/s/
    Zhi Hong
	 	Name:	Zhi
    Hong
	 	Title:	Chief
    Executive Officer


 


	 	Address
    for Notice:
	 	 
	 	Brii
        Biosciences Limited

        Vistra
        (Cayman) Limited

        PO
        Box 3119

        Grand
        Pavilion Hibiscus Way

        802
        West Bay Road Grand Cayman KYI-1205

	 	Attn:
        Zhi Hong

        Email:
        zhi.hong@briibio.com



 




    	 	 	 



     


    

 


Schedule
3.1(b)


 


The
shares of SciVac Ltd. are pledged in favor of Perceptive Credit Holdings LP as part of a credit agreement between Variation Biotechnologies
(US), Inc. and Perceptive Credit Holdings LP.


 




    	 	 	 



     


    

 


Schedule
3.1(f)


 





	Share Type	 	Common Shares	 	Warrants & Options	 	Total	 	Fully Diluted %
	 	 	 	 	 	 	 	 	 
	Issued and outstanding Common Shares	 	 	64,383,391	 	 	 	-	 	 	 	64,383,391	 	 	 	88.6	%
	Equity Plans (outstanding and available)	 	 	 	 	 	 	5,674,307	 	 	 	5,674,307	 	 	 	7.8	%
	Warrants	 	 	 	 	 	 	2,618,824	 	 	 	2,618,824	 	 	 	3.6	%
	Dilutive equity	 	 	-	 	 	 	8,293,131	 	 	 	8,293,131	 	 	 	11.4	%
	Total issued and outstanding	 	 	64,383,391	 	 	 	8,293,131	 	 	 	72,676,522	 	 	 	100.0	%








 




    	 	 	 



     


    

 


Schedule
3.1(h)


 


The
patent family covering the VBI-1501 vaccine candidate for cytomegalovirus is co-owned by Universite Sorbonne.


 




    	 	 	 



     


    

 


Schedule
I


 


Subsidiaries


 


	Name of Subsidiary	 	Country of Incorporation	 	Ownership Interest
 (direct or indirect)	 
	VBI Vaccines (Delaware) Inc.	 	Delaware (U.S.A)	 	 	100	%
	SciVac Ltd.	 	Rehovot (Israel)	 	 	100	%
	Variation Biotechnologies (US), Inc.	 	Delaware (U.S.A)	 	 	100	%
	Variation Biotechnologies Inc.	 	Ottawa, Ontario (Canada)	 	 	100	%