Exhibit 1.1
VEDTÆGTER / ARTICLES OF AS-
SOCIATION
EVAXION BIOTECH A/S
CVR-nr. 31762863
BILAG 1 TIL VEDTÆGTER
APPENDIX 1 TO ARTICLES OF ASSOCIATION
| WARRANTAFTALE | WARRANT AGREEMENT |
|
Mellem Evaxion Biotech ApS Ole Maaløes Vej 3 2200 København N
og [Navn] [Adresse] [Adresse] |
Between Evaxion Biotech ApS Ole Maaløes Vej 3 2200 København N
and [Name] [Address] [Address] |
INDHOLDSFORTEGNELSE/TABLE OF CONTENTS
| 1 BAGGRUND OG OMFANG | 4 |
| 1 BACKGROUND AND SCOPE | 4 |
| 2 TILDELING AF WARRANTS | 5 |
| 2 GRANT OF WARRANTS | 5 |
| 3 TEGNINGSPRIS | 5 |
| 3 SUBSCRIPTION PRICE | 5 |
| 4 UDNYTTELSE AF WARRANTS | 6 |
| 4 EXERCISE OF WARRANTS | 6 |
| 5 VISSE BETINGELSER I RELATION TIL EXIT | 9 |
| 5 CERTAIN CONDITIONS RELATING TO AN EXIT | 9 |
| 6 OPSIGELSE AF ANSÆTTELSESFORHOLDET | 12 |
| 6 TERMINATION OF EMPLOYMENT | 12 |
| 7 ÆNDRING I RETSSTILLING ELLER SELSKABSKAPITAL | 14 |
| 7 CHANGE OF LEGAL STATUS OR SHARE CAPITAL | 14 |
| 8 TEGNING AF KAPITALANDELE | 17 |
| 8 SUBSCRIPTION OF SHARES | 17 |
| 9 SKAT | 18 |
| 9 TAX | 18 |
| 10 EJERAFTALE | 19 |
| 10 SHAREHOLDERS' AGREEMENT | 19 |
| 11 OVERDRAGELSE AF WARRANTS | 20 |
| 11 ASSIGNMENT OF WARRANTS | 20 |
| 12 AFKALD | 21 |
| 12 WAIVER | 21 |
| 13 PANTSÆTNING AF KAPITALANDELE | 21 |
| 13 PLEDGE OF SHARES | 21 |
| 14 FULDMAGT | 21 |
| 14 POWER OF ATTORNEY | 21 |
| 15 TAVSHEDSPLIGT | 22 |
| 15 CONFIDENTIALITY | 22 |
| 16 LOVVALG | 22 |
| 16 GOVERNING LAW | 22 |
| 17 TVISTER | 22 |
| 17 DISPUTES | 22 |
| 18 UNDERSKRIFT, HELE AFTALEN OG ÆNDRINGER HERTIL | 22 |
| 18 SIGNATURES, ENTIRE AGREEMENT, AND AMENDMENTS | 22 |
| BILAGSFORTEGNELSE | INDEX OF EXHIBITS |
| Bilag 1.2: Vedtægter | Exhibit 1.2: Articles of Association |
|
____________________________
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___________________________
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BILAG 2 TIL VEDTÆGTER
APPENDIX 2 TO ARTICLES OF ASSOCIATION
WARRANTAFTALE WARRANT AGREEMENT
|
Mellem Evaxion Biotech ApS Bredgade 34 E 1260 København K
og [Navn] [Adresse] |
Between Evaxion Biotech ApS Bredgade 34 E 1260 Copenhagen K
and [Name] [Address] |
INDHOLDSFORTEGNELSE/TABLE OF CONTENTS
| 1 BAGGRUND OG OMFANG | 4 |
| 1 BACKGROUND AND SCOPE | 4 |
| 2 TILDELING AF WARRANTS | 4 |
| 2 GRANT OF WARRANTS | 4 |
| 3 TEGNINGSPRIS | 5 |
| 3 SUBSCRIPTION PRICE | 5 |
| 4 UDNYTTELSE AF WARRANTS | 5 |
| 4 EXERCISE OF WARRANTS | 5 |
| 5 VISSE BETINGELSER I RELATION TIL EXIT | 7 |
| 5 CERTAIN CONDITIONS RELATING TO AN EXIT | 7 |
| 6 OPSIGELSE AF ANSÆTTELSESFORHOLDET | 8 |
| 6 TERMINATION OF EMPLOYMENT | 8 |
| 7 ÆNDRING I RETSSTILLING ELLER SELSKABSKAPITAL | 10 |
| 7 CHANGE OF LEGAL STATUS OR SHARE CAPITAL | 10 |
| 8 TEGNING AF KAPITALANDELE | 11 |
| 8 SUBSCRIPTION OF SHARES | 11 |
| 9 SKAT | 12 |
| 9 TAX | 12 |
| 10 EJERAFTALE | 13 |
| 10 SHAREHOLDERS' AGREEMENT | 13 |
| 11 OVERDRAGELSE AF WARRANTS | 13 |
| 11 ASSIGNMENT OF WARRANTS | 13 |
| 12 AFKALD | 14 |
| 12 WAIVER | 14 |
| 13 PANTSÆTNING AF KAPITALANDELE | 14 |
| 13 PLEDGE OF SHARES | 14 |
| 14 FULDMAGT | 14 |
| 14 POWER OF ATTORNEY | 14 |
| 15 TAVSHEDSPLIGT | 14 |
| 15 CONFIDENTIALITY | 14 |
| 16 LOVVALG | 14 |
| 16 GOVERNING LAW | 14 |
| 17 TVISTER | 14 |
| 17 DISPUTES | 14 |
| 18 UNDERSKRIFT, HELE AFTALEN OG ÆNDRINGER HERTIL | 15 |
| 18 SIGNATURES, ENTIRE AGREEMENT, AND AMENDMENTS | 15 |
2
| BILAGSFORTEGNELSE | INDEX OF EXHIBITS |
| Bilag 1.2: Vedtægter | Exhibit 1.2: Articles of Association |
3
| For and on behalf of Evaxion Biotech ApS: | For the Warantee: |
|
____________________________ |
____________________________ |
| Name: Title: |
Name: Title: |
|
____________________________ |
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Name: Title: |
BILAG 3 TIL VEDTÆGTER
APPENDIX 3 TO ARTICLES OF ASSOCIATION
STRICTLY CONFIDENTIAL - LEGAL PRIVILEGE
| WARRANTAFTALE | WARRANT AGREEMENT |
|
Mellem Evaxion Biotech ApS Bredgade 34 E 1260 København K
og [Navn] [Adresse] |
Between Evaxion Biotech ApS Bredgade 34 E 1260 Copenhagen K
and [Name] [Address] |
INDHOLDSFORTEGNELSE/TABLE OF CONTENTS
| 1 | BAGGRUND OG OMFANG | 4 |
| 1 | BACKGROUND AND SCOPE | 4 |
| 2 | TILDELING AF WARRANTS | 4 |
| 2 | GRANT OF WARRANTS | 4 |
| 3 | TEGNINGSPRIS | 5 |
| 3 | SUBSCRIPTION PRICE | 5 |
| 4 | UDNYTTELSE AF WARRANTS | 5 |
| 4 | EXERCISE OF WARRANTS | 5 |
| 5 | VISSE BETINGELSER I RELATION TIL EXIT | 6 |
| 5 | CERTAIN CONDITIONS RELATING TO AN EXIT | 6 |
| 6 | OPSIGELSE AF ANSÆTTELSESFORHOLDET | 8 |
| 6 | TERMINATION OF EMPLOYMENTS | 8 |
| 7 | ÆNDRING I RETSSTILLING ELLER SELSKABSKAPITAL | 10 |
| 7 | CHANGE OF LEGAL STATUS OR SHARE CAPITAL | 10 |
| 8 | TEGNING AF KAPITALANDELE | 11 |
| 8 | SUBACRIPTION OF SHARES | 11 |
| 9 | SKAT | 12 |
| 9 | TAX | 12 |
| 10 | EJERAFTALE | 13 |
| 10 | SHAREHOLDERS’ AGREEMENT | 13 |
| 11 | OVERDRAGELSE AF WARRANTS | 13 |
| 11 | ASSIGNMENT OF WARRANTS | 13 |
| 12 | AFKALD | 13 |
| 12 | WAIVER | 13 |
| 13 | PANTSÆTNING AF KAPITALANDELE | 14 |
| 13 | PLEDGE OF SHARES | 14 |
| 14 | FULDMAGT | 14 |
| 14 | POWER OF ATTORNEY | 14 |
| 15 | TAVSHEDSPLIGT | 14 |
| 15 | CONFIDENTIALITY | 14 |
| 16 | LOVVALG | 14 |
| 16 | GOVERNING LAW | 14 |
| 17 | TVISTER | 14 |
| 17 | DISPUTES | 14 |
| 18 | UNDERSKRIFT, HELE AFTALEN OG ÆNDRINGER HERTIL | 14 |
| 18 | SIGNATURES, ENTIRE AGREEMENT AND AMENDMENTS | 14 |
| BILAGSFORTEGNELSE |
INDEX OF EXHIBITS
|
| Bilag 1.2: Vedtægter | Exhibit 1.2: Company's articles of association |
| Schedule 4 | |
| Evaxion Biotech A/S | |
| Warrant Terms | |
| 1. | RESOLUTION |
| 1.1 | The Board of Directors has on 17 December 2020, pursuant to the authorisation set out in article 2.8 of Evaxion Biotech A/S’s (the “Company”) articles of association, determined that the following terms and conditions (the “Warrant Terms”) shall apply to warrants (the “Warrants”) issued to the European Investment Bank (the “Warrant Holder”) according to the authorisation. |
| 2. | ISSUE OF WARRANTS AND WARRANT CONSIDERATION |
| 2.1 | The Warrants are issued to the Warrant Holder in connection with the disbursement of loans according to the loan facility entered into between the Warrant Holder and the Company. In connection with each issuance of Warrants the Warrant Holder shall sign a warrant certificate (the “Warrant Certificate”). Warrants are issued free of charge, without payment of any kind from the Warrant Holder. |
| 2.2 | The Warrants and any shares subscribed for upon the exercise of the Warrants shall be issued without pre-emptive subscription rights for the Company's shareholders in accordance with the resolution referred to in paragraph 1.1 above. |
| 2.3 | The Company will, along with the Company’s register of shareholders, keep a list of the issued Warrants. |
| 3. | EXERCISE OF WARRANTS |
| 3.1 | Each Warrant may be exercised against payment of a subscription price in cash to the Company of DKK 1 per share of a nominal value of DKK 1 (the "Exercise Price"), subject, however, to the adjustment mechanisms set forth in clause 5. |
| 3.2 | As an alternative to receiving shares in the Company, the Warrant Holder has the right to require that the Company satisfy the exercise of the Warrants by way of net settlement. |
| 3.3 | The Warrant Holder is entitled to exercise the Warrants in full or in part at any time. Unexercised Warrants shall remain in the Warrant Holder's possession and shall not expire and lapse. |
| 3.4 | 3.5 The Warrant Holder agrees and accepts to be bound by a customary lock-up agreement in the event of an IPO according to which Warrants may not be exercised/or settled for cash within 180 days from the date of completion of an initial public offering and official listing of shares of the Company (or the shares in any company or vehicle created by the Company's shareholders for such purpose) on a stock exchange or regulated market, including but not limited to a listing of American Depositary Shares (ADS') in the United States (here and elsewhere in this document referred to as an “IPO”). Following an IPO clause 7.1 (f) shall cease to be of effective and shall become null and void. Additionally, the Warrant Holder agrees not to exercise the Warrants and/or claim settlement for a period of one (1) month following the first public filing of the prospectus relating to an IPO. In no event shall the aggregate lock-up period exceed 180 days from the date of completion of the IPO. |
| 5.3 | Warrants shall not be adjusted as a result of the Company’s issuance of additional employee shares, share options and/or warrants as part of employee share option schemes (including options to board members, advisors and consultants) as well as future exercise of such options and/or warrants. Warrants shall, furthermore, not be adjusted as a result of capital increases following the Warrant Holders’ and others’ exercise of warrants in the Company. In addition the Warrant Holder shall, irrespective of this clause 5, not be entitled to adjustments in the event of capital increases in directed issues following an IPO (including a listing of ADSs in the USA) with customary discounts to market price of up to 10% on the listed price. |
| 5.4 | In the event of a merger where the Company is not the surviving company, unexercised Warrants shall be exchanged for new warrants in the surviving company, which shall entitle the Warrant Holder to subscribe for shares in the surviving company. The number of shares in the surviving company that can be subscribed for on the basis of the new warrants, and/or the Exercise Price, shall be adjusted to the extent that the terms of the exchange set out in the merger plan for the Company (compared to the value of the shares in the surviving company) provide a basis therefore. If funds are distributed to the shareholders of the Company in connection with the merger, the Exercise Price shall be reduced on the basis thereof. |
| 5.5 | In the event of a demerger of the Company, the Warrant Holder shall receive warrants in the receiving company (or companies) to an extent and on terms that entail that the terms for the Warrant Holder to the widest possible extent remain the same after the demerger. If funds are distributed to the shareholders of the Company in connection with the demerger, the Exercise Price shall be reduced on the basis thereof. The number of Warrants shall entitle the Warrant Holder to the same potential shareholding which an exercise of all Warrants prior to the demerger would have resulted in. Moreover, the terms applying to the warrants issued by the receiving company (or companies) shall be the same as the terms stipulated herein. |
| 6. | LIQUIDATION |
| 6.1 | In the event of a solvent liquidation of the Company, the Warrant Holder may in whole or in part exercise all of its unexercised Warrants. |
| 6.2 | The Company must notify the Warrant Holder in writing of any resolution to enter into a solvent liquidation immediately after the adopting of such resolution. The Warrant Holder must within 3 months following the date of receipt of such notification deliver an Exercise Notice to the chairman of the Company's board of directors (on behalf of the Company) in accordance with clause 4 above, which shall apply mutatis mutandis, if the Warrant Holder elects to exercise its Warrants. Any Warrants not exercised upon such 3 months period ending will lapse automatically, without notice and without any compensation. |
| 7. | PUT OPTION |
| 7.1 | Subject to mandatory applicable law, the Company irrevocably grants the Warrant Holder the right (but not the obligation) to require the Company to cancel or purchase any Warrant granted to the Warrant Holder in consideration of the payment by the Company to the Warrant Holder of the Fair Market Value of the Warrants (as defined in clause 8) (the "Put Option"). The Warrant Holder may exercise the Put Option in relation to any Warrant on and at any time after the occurrence of any of the following events ("Put Event"): |
| (a) | at any point in time on or after the occurrence of the sixth anniversary after the Warrant Holder has been granted the first Warrant; |
| (b) | any mandatory or voluntary prepayment in whole or in part of the Company’s debt to the Warrant Holder; |
| an initial public offering and admission to trading and official listing of shares of the Company (or the shares in any company or vehicle created by the Company's shareholders for such purpose) on a stock exchange or regulated market, including but not limited to listing of American Depositary Shares (ADS') in the United States; | |
| (c) | a sale, assignment, transfer or other disposal of all (or substantially all) of the issued share capital in the Company; |
| (d) | a sale, assignment, transfer or other disposal of all (or substantially all) of the assets and undertakings of the Company; |
| (e) | any person or group of persons acting in concert gains Control of the Company or of any entity directly or ultimately Controlling the Company; or |
| (f) | Andreas Holm Mattsson and Niels Iversen Møller (individually or together) cease to own and Control directly or indirectly more than 25% (twenty five per cent) of the voting rights or economic interest of the Company or be the beneficial owners directly or indirectly through wholly owned subsidiaries of more than 25% (twenty five per cent) of the issued share capital of the Company. |
| 7.1.1 | For the purpose of clause 7.1, "Control" shall mean the power (directly or indirectly) to (i) cast, or to control the casting of, more than 50% (fifty per cent.) of the maximum number of votes that might be cast at a general meeting of an entity, (ii) appoint or remove all, or the majority, of the directors of an entity; and/or (iii) give directions with respect to the operating and financial policies of an entity with which the directors of that entity are obliged to comply. |
| 7.2 | The Put Option shall be exercised by the Warrant Holder serving upon the Company an irrevocable notification ("Put Option Notice"). The Put Option Notice shall specify the Fair Market Value of the relevant Warrants, taking into account any adjustment under clause 5. |
| 7.3 | If within 20 business days from the Company's receipt of the Put Option Notice, the Company has not delivered a notice in writing to the Warrant Holder disputing the Fair Market Value ("Objection Notice"), the Company shall be deemed to have agreed the Fair Market Value specified in the Put Option Notice, and the Put Option Notice shall automatically become final and binding on the Parties. |
| 7.3.1 | If the Company has delivered an Objective Notice, the Warrant Holder shall refer the matter to an independent, international and leading investment bank or a leading global firm of accountants (the "Expert") for determination in accordance with clause 8. |
| 7.3.2 | The Expert must within one month of the matter being referred to it, give written notice of its determination of Fair Market Value to the Company and the Warrant Holder, together with a written explanation setting out in reasonable detail the basis and methods used for the purposes of the calculations performed. The Expert's decision on Fair Market Value is binding upon the Company and the Warrant Holder, and the Fair Market Value set out in the Put Option Notice shall be deemed adjusted in accordance with the Expert's decision on Fair Market Value. |
| 7.4 | Within 20 business days of the Fair Market Value becoming final and binding, the Company must pay the aggregate Fair Market Value in respect of the relevant Warrants in cash by electronic transfer of funds for same day value to such bank account as the Warrant Holder has specified in the Put Option Notice, whereupon the relevant Warrants will be cancelled and of no further force and effect. |
| 8. | FAIR MARKET VALUE |
| 8.1 | The valuation of the Fair Market Value prior to an IPO shall be determined: |
| (a) | on a fully diluted basis assuming exercise of all warrants outstanding; |
| (b) | by applying techniques that are appropriate in light of the nature, facts, and circumstances of the financial instrument; |
| (c) | using reasonable current market data and inputs combined with market participant assumptions; and |
| (d) | based on the price that would be received for an asset or paid to transfer a liability in an Orderly Transaction (as defined below), given market conditions at the measurement date, between market participants that are (i) independent of each other, (ii) knowledgeable of the market, (iii) able to transact and willing to transact, that is, they are motivated but not forced or otherwise compelled to do so. |
| 8.2 | The valuation shall be by guided by the International Private Equity and Venture Capital Valuation Guidelines as such are amended from time to time. |
| 8.3 | Following an IPO the Fair Market Value shall mean the average VWAP of the Company’s shares calculated for a period of six (6) months following the date of notification that the Put Option is being exercised. In the first six (6) months after an IPO, the Fair Market Value shall mean the average VWAP of the Company’s shares calculated for the entire period from the IPO until the date of notification that the Put Option is being exercised. |
| 8.4 | For the purposes of this clause 8, “Orderly Transaction” means a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving the respective assets or liabilities. |
| 9. | TERMS OF THE ISSUE OF SHARES |
| 9.1 | The following shall apply for the new shares issued in connection with the exercise of Warrants in accordance with these Warrant Terms: |
| (a) | the maximum nominal value of the capital increase resulting from an exercise of Warrants will be DKK 351,036, and the minimum nominal value will be DKK 1; |
| (b) | the new shares subscribed for on the basis of exercise of the Warrants are issued/subscribed for without pre-emption rights for the Company's existing shareholders; |
| (c) | the new shares issued on the basis of exercise of Warrants shall be subscribed for in cash and paid in full; |
| (d) | the new shares issued on the basis of exercise of Warrants shall be non-negotiable instruments; |
| (e) | the new shares shall be registered in the name of the shareholders and be registered in the shareholders’ register; |
| (f) | the new shares issued on the basis of Warrants will not be subject to any restrictions in the pre-emption rights in connection with future capital increases; |
| (g) | the new shares are entitled to dividends, and other rights in the Company according to the provisions in the Company’s articles of association, from the date the registration of the capital increase with the Danish Business Authority; and |
| (h) | the new shares shall carry the same rights as the existing shares in the Company. |
| 10. | TRANSFERABILITY |
| 10.1 | The transferability of the Warrants shall not be subject to any restrictions, provided that any sale or transfer of Warrants must comply with all applicable laws. |
| 11. | NOTICES |
| 11.1 | Any communication by the Warrant Holder to the Company regarding all matters in these Warrant Terms shall be conducted via e-mail to the chairman of the Company’s board of directors (to the e-mail address most recently notified to the Warrant Holder). |
| 12. | COSTS |
| 12.1 | The Company shall be liable for all taxes, duties, fees and other impositions of whatsoever nature, including stamp duty and registration fees, arising out of the creation, preparation, execution, implementation, perfection, registration, enforcement, amendment (including supplements and waivers) or termination resulting from the Warrant Terms, including but not limited to all costs in connection with issuing of the Warrants and the potential exercise hereof, except for any capital gain or income tax payable by, or imposed on, the Warrant Holder. |
| 13. | GOVERNING LAW AND JURISDICTION |
| 13.1 | The Warrant Terms are governed by and will be interpreted in accordance with Danish law. However, the conflict of laws rules must be disregarded to the extent that such rules are non-mandatory. |
| 13.2 | Any dispute arising out of the Warrant Terms, including any dispute concerning the existence or validity of the Warrant Terms, will be brought before the Danish courts. |
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The English part of this parallel document in Danish and English is an unofficial translation of the original Danish text. In the event of disputes or misunderstandings arising from the interpretation of the translation, the Danish language shall prevail.
| b) Tildelte warrants erstattes af aktieinstrumenter i det erhvervende selskab af tilsvarende økonomisk værdi før skat. | b) Share instruments in the acquiring company of a corresponding pre-tax value shall replace the granted warrants. | ||
| c) Tildelte warrants fortsætter uændret. | a) Granted warrants continue unchanged. | ||
| 6.12. | Fælles bestemmelser vedrørende 6.9–6.11: | Common provisions regarding 6.9-6.11: | |
| Selskabet er forpligtet til at give Warrantindehaveren skriftlig meddelelse, hvis en af de ovenfor nævnte transaktioner finder sted. Når Warrantindehaveren har modtaget den skriftlige meddelelse, har Warrantindehaveren – i de tilfælde, hvor Warrantindehaveren ekstraordinært kan udnytte warrants, jf. 6.9-6.11 – 2 uger til skriftligt at informere Selskabet om, hvorvidt han/hun vil gøre brug af tilbuddet. Hvis Warrantindehaveren ikke har givet Selskabet skriftligt svar inden 2-uger eller undlader at betale inden for den betalingsfrist, der er fastsat, bortfalder warrants uden yderligere varsel og uden kompensation. Udnyttelseskursen kan ikke komme under aktiernes nominelle værdi. | If one of the transactions mentioned above is made, the Company shall inform the Warrantholder hereof by written notice. Upon receipt of the written notice, the Warrantholder shall – in cases where the Warrantholder may extraordinarily exercise warrants, see 6.9-6.11 – inform the Company in writing whether he/she will make use of the offer. If the Warrantholder has not answered the Company in writing within 2 weeks or fails to pay within the fixed time, warrants shall become null and void without further notice or compensation. The exercise price cannot go below the nominal value of the shares. | ||
| Warrantindehaverens rettigheder i anledning af en beslutning truffet af et kompetent organ i selskabet, jf. 6.9-6.11, er betinget af, at den relevante beslutning efterfølgende registreres i Erhvervsstyrelsen, hvis registrering er en gyldighedsbetingelse. | The Warrantholder’s rights in connection with decisions made by any competent company body, see clause 6.9-6.11, shall be contingent on subsequent registration of the relevant decision with the Danish Business Authority provided that registration is a condition of its validity. | ||
| 9. | De nye ordinære aktiers rettigheder | The rights of new ordinary shares | |
| 9.1. | Udover de ovenfor anførte vilkår for den til de udstedte warrants hørende kapitalforhøjelse gælder følgende vilkår: | In addition to the terms and conditions set forth above, the increase of the share capital relating to the warrants granted shall be subject to the following terms and conditions: | |
| - Det fulde beløb til tegning af det antal aktier, som de omfattede medarbejdere mv. ønsker at tegne, skal indbetales kontant og senest samtidig med tegningen af de pågældende aktier, og | - The full subscription amount for the number of shares which the employees etc. wish to subscribe for, shall be paid in cash no later than on the day of subscription of the shares in question; and | ||
| 12.2. | Hvis der måtte opstå en tvist mellem Warrantindehaveren og Selskabet i relation til forståelsen eller gennemførelsen af warrantprogrammet, skal denne søges bilagt i mindelighed ved en forhandling mellem parterne. | Any disagreement between the Warrantholder and the Company in relation to the understanding or implementation of the warrant scheme shall be settled amicably by negotiation between the parties. | |
| 12.3. | Hvis parterne ikke kan opnå enighed, skal eventuelle tvister afgøres ved de almindelige danske domstole. | If the parties fail to reach consensus, any disputes shall be settled by the ordinary Danish courts. |
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The English part of this parallel document in Danish and English is an unofficial translation of the original Danish text. In the event of disputes or misunderstandings arising from the interpretation of the translation, the Danish language shall prevail.
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bilag 6 til selskabets vedtægter
Evaxion biotech A/S (CVR-nr. 31762863) ("Selskabet") |
appendix 6 to articles of association
Evaxion biotech A/S (Company reg. no. (CBR) 31762863) (the "Company") | ||
| INTRODUKTION | INTRODUCTION | ||
| I henhold til bemyndigelse i vedtægternes punkt 2.10 har bestyrelsen bestemt, at følgende vilkår og betingelser skal være gældende for op til 9.726.898 warrants ("Warrants"), der er udstedt til investorer (”Warrantindehavere”) i forbindelse med tegning af aktier og warrants (”Udbudte Værdipapirer”) i forbindelse med den rettede emission gennemført 21. december 2023. | Pursuant to the authorisation in article 2.10 of the articles of association, the Board of Directors has resolved that the following terms and conditions shall apply to up to 9,726,898 warrants (the “Warrants”) which have been granted to investors (“Warrantholders”) in connection with the subscription of ordinary shares and warrants (together, the “Offer Securities”) in the private placement directed issue carried out 21 december 2023. | ||
| 1. | GENERELT | GENERAL | |
| En warrant er en ret, men ikke en pligt, til i en nærmere fastlagt periode (udnyttelsesperiode) at tegne nye aktier i Selskabet til USD 0,707 (”Udnyttelsesprisen”), omregnet til DKK til den officielle vekselkurs mellem DKK/USD som er gældende på udnyttelsesdagen, dog minimum DKK 1 pr. aktie à nominelt kr. 1. Én warrant giver ret til at tegne én ordinær aktie i Selskabet á nominelt DKK 1. | A warrant is a right, but not an obligation, during a fixed period (exercise period) to subscribe for new ordinary shares in the Company at USD 0.707 (the “Exercise Price”), converted into DKK using the official exchange rate between DKK and USD on the exercise day, however no less than DKK 1 per share of nominal DKK 1. Each warrant carries the right to subscribe for nominal DKK 1 ordinary share in the Company. | ||
| Hvis den sidste dag i en Udnyttelsesperiode er en lørdag eller en søndag, omfatter Udnyttelsesperioden også den herefter førstkommende hverdag. | If the last day of the Warrant Exercise Period is a Saturday or Sunday, the Warrant Exercise Period shall also include the first Trading Day immediately following the stipulated period. | ||
| De Warrants, som Warrantindehaveren ikke udnytter i Udnyttelsesperioden, bortfalder uden yderligere varsel og uden kompensation eller vederlag af nogen art til Warrantindehaveren. | Warrants not exercised by the Warrant-holder during the Warrant Exercise Period shall become null and void without further notice and without compensation or payment of any kind to the Warrantholder. | ||
| Selskabet skal indenfor fem (5) Handelsdage fra udløbet af Udnyttelsesperioden, iværksætte registrering enhver relateret og påkrævet registrering hos Erhvervsstyrelsen. | The Company shall, within five (5) Trading Days from the expiration of the Warrant Exercise Period, initiate any related required filing with the Danish Business Authority. | ||
| 5. | JUSTERING AF WARRANTS | ADJUSTMENT OF WARRANTS | |
| Hvis der sker ændringer i Selskabets kapitalforhold (herunder men ikke begrænset til aktiesplit, omvendt aktiesplit, sammenlægning eller anden lignende begivenhed, som giver anledning til sådan ændring), der medfører en ændring af værdien af en warrant, skal Warrants justeres i henhold til nærværende punkt 5. | Changes in the Company’s capital structure (including, but not limited to a stock splits, reverse stock split, consolidation or other similar event giving rise to such change) causing a change of the value of a Warrant shall require an adjustment of the Warrants in accordance with this clause 5. | ||
| En justering skal ske, således at den potentielle gevinstmulighed, der er knyttet til en warrant, for så vidt angår de underliggende aktier, så vidt muligt er den samme som før og efter indtræden af den hændelse, der begrunder justeringen. Justeringen gennemføres med bistand fra en ekstern uafhængig rådgiver, som vælges af Selskabets bestyrelse. Justeringen kan ske enten ved en forøgelse eller en formindskelse af det antal aktier, der kan udstedes i henhold til en warrant, og/eller en forøgelse eller formindskelse af udnyttelseskursen. | Adjustments shall be made so that the change of the value of a Warrant with respect to the underlying ordinary shares of the Company shall remain the same before and after the occurrence of the event causing the adjustment. The adjustment shall be carried out with the assistance of an external independent advisor appointed by the Company’s board of directors. The adjustment may be completed either by an increase or decrease of the number of shares that can be issued following an exercise of a warrant and/or an increase or decrease of the Exercise Price. | ||
| Selskabets udstedelse af medarbejderaktier, aktieoptioner og/eller warrants som led i medarbejderaktieordninger (herunder til bestyrelsesmedlemmer, rådgivere og konsulenter) såvel som senere udnyttelse af sådanne optioner og/eller warrants, medfører ikke krav på justering af warrants. Den kapitalforhøjelse, der finder sted i) som følge af Warrantindehaverne udnyttelse af warrants i Selskabet eller ii) Warrantindehaverens udnyttelse af konvertible obligationer, medfører heller ikke justering af warrants. | Warrants shall not be adjusted solely as a result of the Company’s issue of employee shares, share options and/or warrants as part of employee share option schemes (including options to Directors, advisors and consultants) as well as future exercise of such options and/or warrants. Warrants shall, furthermore, not be adjusted solely as a result of i) capital increases following the Warrantholders’ exercise of Warrants in the Company or ii) the Warrantholder’s conversion of convertible notes issued by the Company. | ||
| Enhver regulering af Udnyttelseskursen og/eller det antal aktier som kan tegnes ved udnyttelse af Warrants i henhold til dette pkt. 5 skal alene gælde for Warrants, som endnu ikke er udnyttet på det tidspunkt, der medfører en regulering. Allerede udnyttede Warrants påvirkes ikke af reguleringer. | Any adjustments of the Exercise Price and/or the number of shares that can be subscribed for by exercising the Warrants pursuant to this clause 5 shall only apply to Warrants not exercised by the Warrantholder at the time of the event triggering the adjustment. No adjustment shall affect already exercised Warrants. | ||
| 5.3 | Fondsaktier: | Treasury Shares | |
| Hvis det besluttes at udstede fondsaktier i Selskabet, skal Warrants justeres således: | If it is decided to issue treasury shares in the Company, Warrants shall be adjusted as follows: | ||
| Udnyttelsesprisen på enhver endnu ikke udnyttet Warrant ganges med faktoren: | The Exercise Price for each Warrant not yet exercised shall be multiplied by the factor: | ||
|
a = ___A___ (A+B) |
a = ___A___ (A+B) | ||
| og antallet af endnu ikke udnyttede Warrants ganges med faktoren: | and the number of Warrants not yet exercised shall be multiplied by the factor: | ||
|
1 a |
1 a | ||
| hvor: | where: | ||
| A = den nominelle aktiekapital før udstedelsen af fondsaktier, og | A = the nominal share capital be- fore issue of treasury shares, and | ||
| B = den samlede nominelle værdi på fondsaktierne. | B = the total nominal value of treasury shares. | ||
| Hvis det justerede antal aktier ikke er et helt tal, skal der afrundes nedad til det nærmeste hele tal. | If the adjusted number of shares does not amount to a whole number, the number shall be rounded down to the nearest whole number. | ||
| 5.4 | Kapitalændringer til en anden kurs end markedskursen: | Changes of capital at a price different from the market price: | |
| Hvis det besluttes at forhøje eller nedsætte aktiekapitalen i Selskabet til en kurs under markedskursen (vedrørende kapitalnedsættelser også til over markedskursen), eller nye warrants med en udnyttelsespris under markedskursen for Selskabets aktier (undtagen medarbejderincitaments programmer) skal Warrants justeres således: | If it is decided to increase or decrease the share capital in the Company at a price below the market price (in relation to capital decreases also above the market price), or if new warrants with an exercise price below market price of the Company’s shares are issued to third parties (not including warrant incentive programs) Warrants shall be adjusted as follows: | ||
|
E2 = E1 - U – Umax A |
E2 = E1 - U – Umax A | ||
| hvor: | where: | ||
| E2 = den justerede Udnyttelsespris | E2 = the adjusted Exercise Price | ||
| E1 = den oprindelige Udnyttelsespris | E1 = the original Exercise Price | ||
| U = det udbetalte udbytte | U = dividends paid out | ||
| Umax = 10 % af egenkapitalen, og | Umax = 10 per cent of the equity capi- tal, and | ||
| A = det samlede antal aktier i Sel- skabet. | A = total number of shares in the Company. | ||
| Den egenkapital, der skal lægges til grund ved ovenstående justering, er egenkapitalen anført i den årsrapport som godkendes af generalforsamlingen hvor udbytte besluttes, men justeret til markedsværdi. Hvis Selskabet er børsnoteret, fastsættes markedsværdien til aktiernes noterede pris på tidspunktet for beslutningen om at udbetale udbytte. Hvis Selskabet er unoteret fastsættes markedsværdien fra seneste kapitalrunde i Selskabet hvor en eller flere investorer har tegnet aktier. | The equity capital which shall form the basis of the abovementioned adjustment, is the equity capital stipulated in the Annual Report to be adopted at the General Meeting where dividends shall be approved before allocation, but adjusted to market price. If the Company is listed then the market price shall be the listed price of the shares at the time of the decision to pay dividends. If the Company is unlisted then the market price shall be determined by the latest investment round in the Company, in which one or more investors have subscribed shares. | ||
| Warrantindehaverens rettigheder i anledning af en beslutning truffet af et kompetent organ i selskabet, jf. 5.10-5.12, er betinget af, at den relevante beslutning efterfølgende registreres i Erhvervsstyrelsen, hvis registrering er en gyldighedsbetingelse. | The Warrantholder’s rights in connection with decisions made by any competent company body, see clause 5.10-5.12, shall be contingent on subsequent registration of the relevant decision with the Danish Business Authority provided that registration is a condition of its validity. | ||
| 6. | Tegning af nye aktier ved udnyttelse af warrants | Subscription for new shares by exercise of warrants | |
| Tegning af nye aktier ved udnyttelse af tildelte Warrants finder sted ved, at Warrantindehaveren senest kl. 16:00 CET den sidste dag i Udnyttelsesperioden den 15. december 2026, | Subscription for new shares by exercise of issued Warrants must be made by the Warrantholder’s at the latest at 16:00 CET on 15 December 2026, | ||
| (i) giver meddelelse til Selskabet eller Selskabets kontoførende institut herom ved indgivelse af Warrant Udnyttelsesmeddelelse udarbejdet af Selskabet eller Selskabets kontoførende institut indeholdende angivelse af hvor mange aktier, der ønskes tegnet, og | (i) submission to the Company or the Company’s custodian bank of a Warrant Exercise Notice made available by the Company or the Company’s custodian bank including information about the number of shares to be subscribed, and | ||
| (ii) foretager betaling til en af Selskabet eller Selskabets kontoførende institut angivet konto. | (ii) payment of the Exercise Price by the Warrantholder to the Company or the Company’s custodian bank. | ||
| Warrant Udnyttelsesmeddelelsen skal afgives og betaling skal ske i overensstemmelse hermed. | The submission of the Warrant Exercise Notice and the payment of the Exercise Price must be made in accordance herewith. | ||
| Hvis den i punkt. 6.1 angivne frist overskrides, enten således at Udnyttelsesmeddelelsen i udfyldt stand eller betalingen ikke er Selskabet i hænde inden kl. 16 på den sidste dag i Udnyttelsesperioden, anses tegningen for ugyldig, og Warrantindehaveren kan i denne situation ikke anses for herved at have udnyttet sine warrants for en eventuel efterfølgende Udnyttelsesperiode. | If the limitation period set forth in clause 6.1 expires as a result of the Company not having received the filled -in Warrant Exercise Notice or the payment by 16:00 of the last day of the Warrant Exercise Period, the subscription shall be deemed invalid, and in this situation the Warrantholder shall not be considered as having exercised his/her/its Warrants for a possible subsequent Warrant Exercise Period. | ||
| De warrants, som Warrantindehaveren ikke har udnyttet i den sidste dag i Udnyttelsesperioden, bortfalder uden yderligere varsel og uden kompensation. | Warrants not exercised by the Warrantholder prior to the last day in the Warrant Exercise Period shall become null and void without further notice and without compensation. | ||
| 7. | De nye ordinære aktiers rettigheder | The rights of new ordinary shares | |
| Udover de ovenfor anførte vilkår for den til de udstedte Warrants hørende kapitalforhøjelse gælder følgende vilkår: | In addition to the terms and conditions set forth above, the increase of the share capital relating to the Warrants granted shall be subject to the following terms and conditions: | ||
| - De nye aktier udstedes i aktier à DKK 1 eller multipla heraf, | - The new shares will be divided into shares of nominally DKK 1 or multiples hereof; | ||
| Selskabet afholder omkostninger i forbindelse med udstedelsen af Warrants og senere udnyttelse heraf. Selskabets omkostninger forbundet med udstedelsen af Warrants og den hertil hørende kapitalforhøjelse anslås til DKK 10.000. | The Company shall pay all costs connected with granting of Warrants and later exercise thereof. The Company’s costs in connection with issue of Warrants and the related capital increase are estimated to DKK 10,000. | ||
| 8. | SKATTEMÆSSIGE KONUSDVENSER | TAX CONSEQUENCES | |
| De skattemæssige konsekvenser forbundet med Warrantindehaverens tegning eller udnyttelse af Warrants er Selskabet uvedkommende. | The tax implications connected to the Warrantholder’s subscription for or exercise of Warrants shall be of no concern to the Company. | ||
| 9. | LOVVALG OG VÆRNETING | LAW AND VENUE | |
| Tegningen af Warrants, vilkårene herfor og udnyttelsen, og vilkårene for senere tegning af aktier i Selskabet skal reguleres af dansk ret. | Acceptance of Warrants, the terms and conditions thereto and the exercise, and terms and conditions for future subscription for shares in the Company shall be governed by Danish law. | ||
| Hvis der måtte opstå en tvist mellem Warrantindehaveren og Selskabet i relation til forståelsen eller gennemførelsen af warrantprogrammet, skal denne søges bilagt i mindelighed ved en forhandling mellem parterne. | Any disagreement between the Warrant-holder and the Company in relation to the understanding or implementation of the warrant scheme shall be settled amicably by negotiation between the parties. | ||
| Hvis parterne ikke kan opnå enighed, skal eventuelle tvister afgøres ved de almindelige danske domstole. | If the parties fail to reach consensus, any disputes shall be settled by the ordinary Danish courts. |
Form of Warrant Exercise Notice
Evaxion Biotech A/S
E-mail: ms@msoegaard.dk
cka@evaxion-biotech.com
llj@mazanti.dk
Date:
The undersigned warrantholder hereby gives notice to Evaxion Biotech A/S that the undersigned wishes to exercise [insert number] warrants, issued on terms and conditions set out in Appendix 6 (“Appendix 6”) in Evaxion Biotech A/S’s articles of association, a copy of which was filed by Evaxion Biotech A/S with the U.S. Securities and Exchange Commission on December 2023, against cash payment of an exercise price of [insert amount corresponding to number of warrants multiplied by the exercise price] to an account designated in writing (no later than one Trading Day (as such term is defined in Appendix 6) after the date hereof) by Evaxion Biotech A/S.
Sincerely yours,
[insert name of warrantholder]
PREFUNDED WARRANT TO SUBSCRIBE FOR ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES EVAXION BIOTECH A/S Warrant ADSs: 2,992,500 Initial Exercise Date: February 5, 2024 THIS PREFUNDED WARRANT TO SUBSCRIBE FOR ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “ Warrant ”) certifies that, for value received, or its assigns (the “ Holder ”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “ Initial Exercise Date ”) until this Warrant is exercised in full (the “ Termination Date ”) but not thereafter, to subscribe for and purchase from Evaxion Biotech A/S, a public limited liability company incorporated under the laws of the Kingdom of Denmark (the “ Company ”), up to 29 , 925 , 000 Ordinary Shares (the “ Warrant Shares ”) represented by 2 , 992 , 500 ADSs (the “ Warrant ADSs ”), as subject to adjustment hereunder . The subscription price of one Warrant ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2 (b) . Section 1 . Definitions . In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1: “ ADS(s) ” means American Depositary Shares issued pursuant to the Deposit Agreement, each representing ten ( 10 ) Ordinary Shares . “ Affiliate ” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act . “ Board of Directors ” means the board of directors of the Company . “ Business Day ” means any day except any Saturday, any Sunday, any day which is a federal legal or national holiday in the United States or Denmark or any day on which banking institutions in the State of New York or Denmark are authorized or required by law to remain closed ; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter - in - place”, “non - essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York and Copenhagen, Denmark are generally open for use by customers on such day or other governmental action to close . “ Commission ” means the United States Securities and Exchange Commission . Appendix 7
2 “ Company Danish Counsel ” means Mazanti - Andersen, Amaliegade 10 1256 Copenhagen K, Denmark, or any successor Danish counsel to the Company . “ Deposit Agreement ” means the Deposit Agreement, dated as of February 4 , 2021 , among the Company, The Bank of New York Mellon as Depositary and the owners and holders of ADSs from time to time, as such agreement may be amended or supplemented . “ Depositary ” means The Bank of New York Mellon and any successor depositary of the Company . “ Exchange Act ” means the Securities Exchange Act of 1934 , as amended, and the rules and regulations promulgated thereunder . “ Liens ” means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction . “ Ordinary Share(s) ” means the ordinary shares of the Company, DKK 1 nominal value per share, and any other class of securities into which such securities may hereafter be reclassified or changed . “ Person ” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind . “ Proceeding ” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened . “ Purchase Agreement ” means the securities purchase agreement, dated as of February 1 , 2024 , by and between the Company and each of the purchasers signatory thereto . “ Registration Statement ” means the Company’s registration statement on Form F - 1 (File No . 333 - 276505 ) . “ Securities Act ” means the Securities Act of 1933 , as amended, and the rules and regulations promulgated thereunder . “ Subsidiary ” means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof . “ Trading Day ” means a day on which the principal Trading Market is open for trading . “ Trading Market ” means any of the following markets or exchanges on which the Ordinary Shares and/or ADSs are listed or quoted for trading on the date in question : the
3 NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing) . “ Transfer Agent ” means Computershare A/S, the current transfer agent of the Company, with a mailing address of Lottenborgvej 26 D, 1 . , DK - 2800 Kgs . Lyngby, Denmark and company registration number (CVR) no . 27088899 , and any successor transfer agent of the Company . “ VWAP ” means, for any date, the price determined by the first of the following clauses that applies : (a) if the ADSs are then listed or quoted on a Trading Market, the daily volume weighted average price of the ADSs for such date (or the nearest preceding date) on the Trading Market on which the ADSs are then listed or quoted as reported by Bloomberg L . P . (based on a Trading Day from 9 : 30 a . m . (New York City time) to 4 : 02 p . m . (New York City time)), (b) if OTCQB Venture Market (“ OTCQB ”) or OTCQX Best Market (“ OTCQX ”) is not a Trading Market, the volume weighted average price of the ADSs for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the ADSs are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the ADSs are then reported in the “Pink” Open Market (“ Pink Market ”) operated by OTC Markets, Inc . (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per ADS so reported, or (d) in all other cases, the fair market value of an ADS as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company . Section 2 . Exercise . a) Exercise of Warrant . This Warrant may be exercised, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted by e - mail (or e - mail attachment) of the Notice of Exercise in the form annexed hereto (the “ Notice of Exercise ”) . On the Trading Day (based on New York City time) on which the delivery of the Notice of Exercise occurs, the Holder shall deliver to the Company Danish Counsel the aggregate Exercise Price for the Warrant ADSs specified in the applicable Notice of Exercise by wire transfer to the Company Danish Counsel pursuant to the bank wire transfer instructions set forth on the Notice of Exercise attached hereto . No ink - original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required . Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has subscribed for all of the Warrant ADSs available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation as soon as reasonably practicable following the date on which the final Notice of Exercise is delivered to the Company . Partial exercises of this Warrant resulting in the subscription of a portion of the total number of Warrant ADSs available hereunder shall have the effect of reducing the outstanding number of Warrant ADSs purchasable hereunder in an amount equal to
statement registering, or the prospectus contained therein is not available for, the sale of 4 the applicable number of Warrant ADSs subscribed . The Company shall record the number of Warrants issued to the Holder and the number of Warrant ADSs subscribed through exercise and the date of such subscription of the Warrant ADSs . The Company shall deliver any objection to any Notice of Exercise within one ( 1 ) Trading Day of receipt of such notice . The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the subscription for a portion of the Warrant ADSs hereunder, the number of Warrant ADSs available for subscription hereunder at any given time may be less than the amount stated on the face hereof . b) Exercise Price . The aggregate exercise price of this Warrant, except for a nominal exercise price of $ 1 . 4537 per Warrant ADS, was pre - funded to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than the nominal exercise price of $ 1 . 4537 per Warrant ADS) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant . The Holder shall not be entitled to the return or refund of all, or any portion, of such pre - paid aggregate exercise price under any circumstance or for any reason whatsoever . The remaining unpaid exercise price per Warrant ADS under this Warrant shall be $ 1 . 4537 , subject to adjustment hereunder (the “ Exercise Price ”), provided , however , that in no event shall the Exercise Price paid by the Holder be less than the amount in US dollars (rounded to four decimal places) equal to 10 Danish Krone, at the exchange rate published by the Danish National Bank, on the date of the Holder’s delivery of the Notice of Exercise . c) Unavailability of Registration Statement . Notwithstanding anything to the contrary contained herein, if there is no effective registration statement registering, or the prospectus contained therein is not available for, the sale of all of Warrant ADSs, representing the underlying Warrant Shares, issuable under this Warrant at any time following the Initial Exercise Date and ending on the Termination Date, the Holder shall be permitted to exercise this Warrant by delivery of a Notice of Exercise to the Company, and, within one ( 1 ) Trading Day (based on New York City time) following the delivery of such Notice of Exercise, deliver to the Company Danish Counsel the aggregate Exercise Price with respect to such exercise of this Warrant . Upon delivery by the Holder of a Notice of Exercise during a Registration Failure Period (as defined below) and the timely payment by the Holder of the aggregate Exercise Price, the Company shall be required to ( 1 ) pay in cash to the Holder on each Trading Day during the Registration Failure Period an amount equal to 1 . 0 % of the product of (A) the number of Warrant ADSs subject to the exercise by the Holder pursuant to the immediately preceding sentence and (B) the VWAP of the ADSs on the date of delivery of the Notice of Exercise to the Company, and ( 2 ) on the Trading Day immediately following the date on which the Registration Failure Period ends, deliver all of the Warrant ADSs required to be delivered pursuant to such Notice of Exercise by crediting the account of the Holder’s prime broker with The Depository Trust Company through DWAC (as defined below) . The Company shall pay any cash amounts owed pursuant to clause ( 1 ) of the immediately preceding sentence on each corresponding Trading Day during the Registration Failure Period . As used herein, “ Registration Failure Period ” means the period (x) beginning on the date of delivery of a Notice of Exercise at a time when there is no registration
long as this Warrant remains outstanding and exercisable. As used 5 all of the Warrant ADSs, representing the underlying Warrant Shares, issuable under this Warrant, and (y) ending on the later of (A) the date that there is an effective registration statement registering, and the prospectus contained therein is available for, the sale of all of the Warrant ADSs, representing the underlying Warrant Shares, issuable hereunder and (B) the date of delivery of all of the Warrant ADSs required to be delivered pursuant to the Notice of Exercise by crediting the account of the Holder’s prime broker with The Depository Trust Company through DWAC . d) Mechanics of Exercise . i. Delivery of Warrant ADSs Upon Exercise . Upon the exercise of this Warrant, the Company shall enter the Warrant Shares in the name of the Holder in the Company’s share register, deposit the Warrant Shares in connection with such exercise with the Depositary for the ADSs, and instruct the Depositary to transmit the Warrant ADSs purchased hereunder to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit/Withdrawal At Custodian system (“ DWAC ”) if the Depositary is then a participant in such system and there is an effective registration statement permitting the issuance of the Warrant ADSs, representing the underlying Warrant Shares, to the Holder, by the date that is the earlier of (i) two ( 2 ) Trading Days after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “ Warrant ADS Delivery Date ”), provided that the Company shall not be obligated to deliver the Warrant ADSs hereunder unless the Company Danish Counsel has received the aggregate Exercise Price on or before the Trading Day (based on New York City time) immediately prior to the Warrant ADS Delivery Date . Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant ADSs with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant ADSs, provided that payment of the aggregate Exercise Price is received by the Warrant ADS Delivery Date . If the Company fails for any reason to cause the Depositary to deliver to the Holder the Warrant ADSs subject to a Notice of Exercise by the Warrant ADS Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $ 1 , 000 of Warrant ADSs subject to such exercise (based on the VWAP of the ADSs on the date of the applicable Notice of Exercise), $ 10 per Trading Day (increasing to $ 20 per Trading Day on the third Trading Day after the Warrant ADS Delivery Date) for each Trading Day after such Warrant ADS Delivery Date until such Warrant ADSs are delivered or the Holder rescinds such exercise . The Company agrees to maintain a depositary and a transfer agent that each are a participant in the FAST program so
Company failed to deliver to the Holder in connection with the exercise 6 herein, “ Standard Settlement Period ” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the ADSs as in effect on the date of delivery of the Notice of Exercise . Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12 : 00 p . m . (New York City time) on the Trading Day prior to the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant ADSs subject to such notice(s) by 4 : 00 p . m . (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant ADS Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is delivered to Company Danish Counsel by 12 : 00 p . m . (New York City time) on the Trading Day prior to the Initial Exercise Date . ii. Delivery of New Warrants Upon Exercise . If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant ADSs, deliver to the Holder a new Warrant certificate evidencing the rights of the Holder to subscribe for the unsubscribed Warrant ADSs called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant . iii. Rescission Rights . If the Company fails to cause the Depositary to transmit to the Holder the Warrant ADSs pursuant to Section 2 (d)(i) by the Warrant ADS Delivery Date, then the Holder will have the right to rescind such exercise prior to the delivery of such Warrant ADSs hereunder (with the effect that the Holder’s right to acquire such Warrant ADSs pursuant to this Warrant shall be restored) and the Company shall return to the Holder the aggregate Exercise Price paid to the Company Danish Counsel for such Warrant ADSs . iv. Compensation for Buy - In on Failure to Timely Deliver Warrant ADSs Upon Exercise . In addition to any other rights available to the Holder, if the Company fails to cause the Depositary to deliver to the Holder the Warrant ADSs in accordance with the provisions of Section 2 (d)(i) above pursuant to an exercise on or before the Warrant ADS Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, ADSs to deliver in satisfaction of a sale by the Holder of the Warrant ADSs which the Holder anticipated receiving upon such exercise (a “ Buy - In ”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the ADSs so purchased exceeds (y) the amount obtained by multiplying ( 1 ) the number of Warrant ADSs that the
and Transfer Agent fees required for same - day processing of any Notice 7 at issue by ( 2 ) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant in respect of the equivalent number of Warrant ADSs for which such exercise was not honored and return any amount received by the Company Danish Counsel in respect of the Exercise Price for those Warrant ADSs (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of Warrant ADSs that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder . For example, if the Holder purchases ADSs having a total purchase price of $ 11 , 000 to cover a Buy - In with respect to an attempted exercise of Warrants for ADSs with an aggregate sale price giving rise to such purchase obligation of $ 10 , 000 , under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $ 1 , 000 . The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy - In and, upon request of the Company, evidence of the amount of such loss . Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Warrant ADSs upon exercise of the Warrant as required pursuant to the terms hereof . v. No Fractional Ordinary Shares or Warrant ADSs . No fractional Warrant Shares or Warrant ADSs shall be issued upon the exercise of this Warrant . As to any fraction of a Warrant ADS which the Holder would otherwise be entitled to subscribe upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole ADS, provided that the fraction of an ADS shall not be rounded up to the next whole ADS if such rounding would result in the issue price being lower than the nominal value of the Ordinary Shares . vi. Charges, Taxes and Expenses . Issuance of Warrant ADSs shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant ADSs, all of which taxes and expenses shall be paid by the Company, and such Warrant ADSs shall be issued in the name of the Holder or in such name or names as may be directed by the Holder ; provided , however , that, in the event that Warrant ADSs are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto . The Company shall pay all Depositary
have no obligation to verify or confirm the accuracy of such determination. In 8 of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same - day electronic issuance and delivery of the Warrant ADSs . The Company shall pay all applicable fees and expenses of the Depositary and Transfer Agent in connection with the issuance of the Warrants ADSs hereunder . vii . Closing of Books . The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof . e) Holder’s Exercise Limitations . The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “ Attribution Parties ”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below) . For purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Ordinary Shares underlying such Warrant ADSs issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Ordinary Shares underlying Warrant ADSs which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Ordinary Share Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties . Except as set forth in the preceding sentence, for purposes of this Section 2 (e), beneficial ownership shall be calculated in accordance with Section 13 (d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13 (d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith . To the extent that the limitation contained in this Section 2 (e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall
9 addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13 (d) of the Exchange Act and the rules and regulations promulgated thereunder . For purposes of this Section 2 (e), in determining the number of outstanding Ordinary Shares, a Holder may rely on the number of outstanding Ordinary Shares as reflected in (A) the Company’s most recent annual report on Form 20 - F, Report on Form 6 - K or other public filings filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Depositary or the Transfer Agent setting forth the number of Ordinary Shares outstanding . Upon the written or oral request of a Holder, the Company shall within one ( 1 ) Trading Day confirm orally and in writing to the Holder the number of Ordinary Shares then outstanding . In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Ordinary Shares was reported . The “ Beneficial Ownership Limitation ” shall be 9 . 99 % of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of the Ordinary Shares issuable upon exercise of this Warrant . The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2 (e), provided that the Beneficial Ownership Limitation in no event exceeds 9 . 99 % of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2 (e) shall continue to apply . Any increase in the Beneficial Ownership Limitation will not be effective until the 61 st day after such notice is delivered to the Company . The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2 (e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation . The limitations contained in this paragraph shall apply to a successor holder of this Warrant . Section 3 . Certain Adjustments . a) Share Dividends and Splits . If the Company, at any time while this Warrant is outstanding : (i) pays a share dividend or otherwise makes a distribution or distributions on its ADSs or Ordinary Shares or any other equity or equity equivalent securities payable in ADSs or Ordinary Shares (which, for avoidance of doubt, shall not include any Warrant Shares or Warrant ADSs issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of Ordinary Shares or ADSs, as applicable, (iii) combines (including by way of reverse share split) outstanding ADSs or Ordinary Shares into a smaller number of Ordinary Shares or ADSs, as applicable, or (iv) issues by reclassification of ADSs, Ordinary Shares or any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of
10 Ordinary Shares or ADSs as applicable (excluding treasury Ordinary Shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Ordinary Shares or ADSs, as applicable, outstanding immediately after such event, and the number of ADSs issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged, provided that any reduction in the nominal value of the Ordinary Shares without any dividend or distribution shall not lead to any such adjustment and provided, further, that the Exercise Price cannot be adjusted to a price that is less than the nominal value of the Ordinary Shares . Any adjustment made pursuant to this Section 3 (a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re - classification . b) Fundamental Transaction . If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary, directly or indirectly, effects any sale, lease, exclusive license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares (including Ordinary Shares underlying the ADSs) are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50 % or more of the outstanding Ordinary Shares (including Ordinary Shares underlying the ADSs) or 50 % or more of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin - off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires 50 % or more of the outstanding Ordinary Shares (including Ordinary Shares underlying the ADSs) or 50 % or more of the voting power of the common equity of the Company (each a “ Fundamental Transaction ”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share represented by the Warrant ADSs that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2 (e) on the exercise of this Warrant), the number of shares of capital stock of the successor or acquiring corporation or of the Company, if the Company is the surviving corporation, and any additional consideration (the “ Alternate Consideration ”) receivable as a result of such Fundamental Transaction by a holder of the number of Warrant Shares represented by the Warrant ADSs for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2 (e) on the exercise of this Warrant) . For purposes of any such exercise, the determination of the Exercise
11 Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Ordinary Share (including any Warrant Shares underlying the ADSs), in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration . If holders of Ordinary Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction . The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “ Successor Entity ”) to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3 (b) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant, a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Warrant Shares underlying the Warrant ADSs acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the Ordinary Shares underlying the Warrant ADSs pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder . Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant referring to the “Company” shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein . For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3 (b) regardless of (i) whether the Company has sufficient authorized Ordinary Shares for the issuance of Warrant Shares represented by Warrant ADSs and/or (ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date . c) Calculations . All calculations under this Section 3 shall be made to the nearest cent or the nearest 1 / 100 th of an ADS, as the case may be . For purposes of this Section 3 , the number of Ordinary Shares deemed to be issued and outstanding as of a
12 given date shall be the sum of the number of Ordinary Shares (including Ordinary Shares underlying ADSs, but excluding treasury shares, if any) issued and outstanding. d) Notice to Holder . i. Adjustment to Exercise Price . Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3 , the Company shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant ADSs and setting forth a brief statement of the facts requiring such adjustment . ii. Notice to Allow Exercise by Holder . If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Ordinary Shares or ADSs, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares or ADSs, (C) the Company shall authorize the granting to all holders of the Ordinary Shares or ADSs rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification of the Ordinary Shares or ADSs, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Ordinary Shares are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Ordinary Shares or ADSs of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer, share exchange or action is expected to become effective or close, and the date as of which it is expected that holders of the Ordinary Shares (including Warrant Shares underlying Warrant ADSs) of record shall be entitled to exchange their Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, share exchange or action ; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice . To the extent that any notice provided in this Warrant constitutes, or contains, material, non - public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission
13 pursuant to a Report on Form 6 - K . The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein . e) The Company shall take no action that would result in the Exercise Price per ADS being adjusted hereunder to less than ten ( 10 ) Danish Krone, the nominal amount per share of the Ordinary Shares for ten ( 10 ) Ordinary Shares, as expressed in United States dollars at the applicable exchange rate published by the Danish National Bank . Section 4 . Transfer of Warrant . a) Transferability . This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer . Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled . Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three ( 3 ) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full . The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the subscription for Warrant ADSs without having a new Warrant issued . b) New Warrants . This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney . Subject to compliance with Section 4 (a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice . All Warrants issued on transfers or exchanges shall be dated the Initial Exercise Date and shall be identical with this Warrant except as to the number of Warrant ADSs issuable pursuant thereto . c) Warrant Register . The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “ Warrant Register ”), in the name of the record Holder hereof from time to time . The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any
14 exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary. Section 5 . Miscellaneous . a) No Rights as Shareholder Until Exercise ; No Settlement in Cash . This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2 (d)(i), except as expressly set forth in Section 3 . Without limiting any rights of a Holder to receive cash payments pursuant to Section 2 (d)(i) and Section 2 (d)(iv) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant . b) Loss, Theft, Destruction or Mutilation of Warrant . The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant ADSs, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate . c) Saturdays, Sundays, Holidays, etc . If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day . d) Authorized Shares . The Company covenants that, during the period that the Warrant is outstanding, it shall allot a sufficient number of shares to provide for the issuance of the Warrant ADSs and the underlying Ordinary Shares upon the exercise of any subscription rights under this Warrant . The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the requisite Warrant Shares for the Depositary to issue the necessary Warrant ADSs upon the exercise of the subscription rights under this Warrant . The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares and Warrant ADSs may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the ADSs and/or Ordinary Shares may be listed . The Company covenants that all Warrant Shares represented by Warrant ADSs which may be issued upon the exercise of the subscription rights represented by this Warrant will, upon exercise of the subscription rights represented by this Warrant and payment for such Warrant ADSs in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue
15 thereof (other than any taxes in respect of any transfer occurring contemporaneously with such issue) . Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its articles of association or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment . Without limiting the generality of the foregoing, the Company will (i) not increase the nominal value of any Warrant Shares represented by Warrant ADSs above the amount payable therefor upon such exercise immediately prior to such increase in nominal value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares represented by Warrant ADSs upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant . Before taking any action which would result in an adjustment in the number of Warrant ADSs for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof . e) Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the Kingdom of Denmark, without regard to the principles of conflict of laws thereof . Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of this Warrant shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “ New York Courts ”) . Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts 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 such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding . Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Warrant . 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 Warrant and agrees that such service shall constitute good and sufficient service of
16 process and notice thereof . Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law . If any party shall commence an action or proceeding to enforce any provisions of this Warrant, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding . f) Restrictions . The Holder acknowledges that the Warrant Shares represented by Warrant ADSs acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws . g) Nonwaiver and Expenses . No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies . Without limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder . h) Notices . Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Exercise, shall be in writing and delivered personally, by email, or sent by a nationally recognized overnight courier service, addressed to the Company, at Dr . Neergaards Vej 5 f, DK - 2970 Hoersholm, Denmark, Attention : Anne - Sofie Wiemann and Susanne Bech , email addresses awi@evaxion - biotech . com and sbe@evaxion - biotech . com and investor@evaxion - biotech . com or such other email address or address as the Company may specify for such purposes by notice to the Holders . Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by email, or sent by a nationally recognized overnight courier service addressed to each Holder at the email number or address of such Holder appearing on the books of the Company, or if no such email number or address appears on the books of the Company, then to the most recent email, number or address such Holder has provided to Company . Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via email at the email address set forth in this Section prior to 5 : 30 p . m . (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication is delivered via email at the email address set forth 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, (iii) the second Trading Day following the date of mailing, if sent by U . S . nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given . i) Limitation of Liability . No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to subscribe for Warrant ADSs,
17 and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the subscription price of any Warrant Shares or Warrant ADSs or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company . j) Remedies . The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant . The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate . k) Successors and Assigns . Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder . The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant ADSs . l) Company Acknowledgement ; Notice of Successor Danish Counsel ; Payment of Aggregate Exercise Price . The Company acknowledges and agrees that the Holder’s payment of the aggregate Exercise Price to Company Danish Counsel in connection with any exercise hereunder shall be deemed to be the delivery by the Holder of the aggregate Exercise Price to the Company and shall satisfy the Holder’s obligations under this Warrant for the payment of the aggregate Exercise Price in connection with any exercise hereunder and shall require the Company to deliver the Warrant ADSs upon such exercise to the Holder pursuant to the terms hereunder . If the Company changes its Company Danish Counsel after the Initial Exercise Date, the Company shall promptly deliver notice of the successor Company Danish Counsel (including the bank wire transfer instructions of such successor Company Danish Counsel) to the Holder (including, without limitation, any successor holder of this Warrant) on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer of the Company, with instructions in writing to pay the aggregate Exercise Price of this Warrant to such successor Company Danish Counsel . The Company acknowledges that, if the Company Danish Counsel has received from the Holder the aggregate Exercise Price of the Warrant ADSs issuable upon exercise of this Warrant pursuant to Section 2 . 2 (b)(ii) of the Purchase Agreement, the Company Danish Counsel shall convert such aggregate Exercise Price of this Warrant into Danish Krone on the Initial Exercise Date and shall hold such amount in trust for the Holder and shall release the applicable portion of such amount to the Company to apply it in connection with exercises of this Warrant pursuant to Section 2 herein by the Holder or any subsequent assignee of this Warrant . m) Reimbursement . The Company shall reimburse the Holder for any fees charged to the Holder by the Depositary in connection with the issuance or holding or sale of the Warrant ADSs .
18 n) Amendment . This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder . o) Severability . Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant . p) Headings . The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant . ******************** (Signature Page Follows)
19 IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated. EVAXION BIOTECH A/S By: Name: Title:
NOTICE OF EXERCISE TO: EVAXION BIOTECH A/S (1) The undersigned hereby elects to subscribe for Warrant ADSs of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any . (2) Payment shall take the form of lawful money of the United States to be delivered to Company Danish Counsel (as defined in the Warrant) pursuant to the following bank wire transfer instructions : Bank Name : Danske Bank Bank Address : Holmens Kanal 2, 1092 Copenhagen K, Denmark Bank Account Name : Mazanti - Andersen main client account Bank Account Number : 4777175572 IBAN : DK7130004777175572 SWIFT - BIC : DABADKKK Reference : Evaxion Biotech A/S Contact Person and Telephone Number : Lars Lüthjohan. Ph. no.: +4540283536 E - mail: LLJ@mazanti.dk (3) Please issue said Warrant ADSs in the name of the undersigned or in such other name as is specified below: DTC Participant name and number: Contact of DTC Participant: Telephone Number of DTC Participant Contact: [SIGNATURE OF HOLDER] Name of Investing Entity: Signature of Authorized Signatory of Investing Entity : Name of Authorized Signatory: Title of Authorized Signatory: Date:
EXHIBIT B ASSIGNMENT FORM (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to subscribe for Warrant ADSs.) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: (Please Print) Address: (Please Print) Phone Number: Email Address: Dated: , Holder’s Signature: Holder’s Address:
SERIES A WARRANT TO SUBSCRIBE FOR ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES EVAXION BIOTECH A/S Warrant ADSs: 3,750,000 Initial Exercise Date: February 5, 2024 THIS SERIES A WARRANT TO SUBSCRIBE FOR ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “ Warrant ”) certifies that, for value received, or its assigns (the “ Holder ”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “ Initial Exercise Date ”) and on or prior to 5 : 00 p . m . (New York City time) on February 5 , 2029 (the “ Termination Date ”) but not thereafter, to subscribe for and purchase from Evaxion Biotech A/S, a public limited liability company incorporated under the laws of the Kingdom of Denmark (the “ Company ”), up to 37 , 500 , 000 Ordinary Shares (the “ Warrant Shares ”) represented by 3 , 750 , 000 ADSs (the “ Warrant ADSs ”), as subject to adjustment hereunder . The subscription price of one Warrant ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2 (b) . Section 1 . Definitions . In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1: “ ADS(s) ” means American Depositary Shares issued pursuant to the Deposit Agreement, each representing ten ( 10 ) Ordinary Shares . “ Affiliate ” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act . “ Board of Directors ” means the board of directors of the Company . “ Business Day ” means any day except any Saturday, any Sunday, any day which is a federal legal or national holiday in the United States or Denmark or any day on which banking institutions in the State of New York or Denmark are authorized or required by law to remain closed ; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter - in - place”, “non - essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York and Copenhagen, Denmark are generally open for use by customers on such day or other governmental action to close . “ Commission ” means the United States Securities and Exchange Commission . Appendix 8
2 “ Company Danish Counsel ” means Mazanti - Andersen, Amaliegade 10 1256 Copenhagen K, Denmark, or any successor Danish counsel to the Company . “ Deposit Agreement ” means the Deposit Agreement, dated as of February 4 , 2021 , among the Company, The Bank of New York Mellon as Depositary and the owners and holders of ADSs from time to time, as such agreement may be amended or supplemented . “ Depositary ” means The Bank of New York Mellon and any successor depositary of the Company . “ Exchange Act ” means the Securities Exchange Act of 1934 , as amended, and the rules and regulations promulgated thereunder . “ Liens ” means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction . “ Ordinary Share(s) ” means the ordinary shares of the Company, DKK 1 nominal value per share, and any other class of securities into which such securities may hereafter be reclassified or changed . “ Person ” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind . “ Proceeding ” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened . “ Purchase Agreement ” means the securities purchase agreement, dated as of February 1 , 2024 , by and between the Company and each of the purchasers signatory thereto . “ Registration Statement ” means the Company’s registration statement on Form F - 1 (File No . 333 - 276505 ) . “ Securities Act ” means the Securities Act of 1933 , as amended, and the rules and regulations promulgated thereunder . “ Subsidiary ” means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof . “ Trading Day ” means a day on which the principal Trading Market is open for trading . “ Trading Market ” means any of the following markets or exchanges on which the Ordinary Shares and/or ADSs are listed or quoted for trading on the date in question : the
3 NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing) . “ Transfer Agent ” means Computershare A/S, the current transfer agent of the Company, with a mailing address of Lottenborgvej 26 D, 1 . , DK - 2800 Kgs . Lyngby, Denmark and company registration number (CVR) no . 27088899 , and any successor transfer agent of the Company . “ VWAP ” means, for any date, the price determined by the first of the following clauses that applies : (a) if the ADSs are then listed or quoted on a Trading Market, the daily volume weighted average price of the ADSs for such date (or the nearest preceding date) on the Trading Market on which the ADSs are then listed or quoted as reported by Bloomberg L . P . (based on a Trading Day from 9 : 30 a . m . (New York City time) to 4 : 02 p . m . (New York City time)), (b) if OTCQB Venture Market (“ OTCQB ”) or OTCQX Best Market (“ OTCQX ”) is not a Trading Market, the volume weighted average price of the ADSs for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the ADSs are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the ADSs are then reported in the “Pink” Open Market (“ Pink Market ”) operated by OTC Markets, Inc . (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per ADS so reported, or (d) in all other cases, the fair market value of an ADS as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company . Section 2 . Exercise . a) Exercise of Warrant . This Warrant may be exercised, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted by e - mail (or e - mail attachment) of the Notice of Exercise in the form annexed hereto (the “ Notice of Exercise ”) . On the Trading Day (based on New York City time) on which the delivery of the Notice of Exercise occurs, the Holder shall deliver to the Company Danish Counsel the aggregate Exercise Price for the Warrant ADSs specified in the applicable Notice of Exercise by wire transfer to the Company Danish Counsel pursuant to the bank wire transfer instructions set forth on the Notice of Exercise attached hereto . No ink - original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required . Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has subscribed for all of the Warrant ADSs available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation as soon as reasonably practicable following the date on which the final Notice of Exercise is delivered to the Company . Partial exercises of this Warrant resulting in the subscription of a portion of the total number of Warrant ADSs available hereunder shall have the effect of reducing the outstanding number of Warrant ADSs purchasable hereunder in an amount equal to
4 the applicable number of Warrant ADSs subscribed . The Company shall record the number of Warrants issued to the Holder and the number of Warrant ADSs subscribed through exercise and the date of such subscription of the Warrant ADSs . The Company shall deliver any objection to any Notice of Exercise within one ( 1 ) Trading Day of receipt of such notice . The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the subscription for a portion of the Warrant ADSs hereunder, the number of Warrant ADSs available for subscription hereunder at any given time may be less than the amount stated on the face hereof . b) Exercise Price . The exercise price per ADS under this Warrant shall be $ 4 . 00 , subject to adjustment hereunder (the “ Exercise Price ”) . c) Unavailability of Registration Statement . Notwithstanding anything to the contrary contained herein, if there is no effective registration statement registering, or the prospectus contained therein is not available for, the sale of all of Warrant ADSs, representing the underlying Warrant Shares, issuable under this Warrant at any time following the Initial Exercise Date and ending on the Termination Date, the Holder shall be permitted to exercise this Warrant by delivery of a Notice of Exercise to the Company, and, within one ( 1 ) Trading Day (based on New York City time) following the delivery of such Notice of Exercise, deliver to the Company Danish Counsel the aggregate Exercise Price with respect to such exercise of this Warrant . Upon delivery by the Holder of a Notice of Exercise during a Registration Failure Period (as defined below) and the timely payment by the Holder of the aggregate Exercise Price, the Company shall be required to ( 1 ) pay in cash to the Holder on each Trading Day during the Registration Failure Period an amount equal to 1 . 0 % of the product of (A) the number of Warrant ADSs subject to the exercise by the Holder pursuant to the immediately preceding sentence and (B) the VWAP of the ADSs on the date of delivery of the Notice of Exercise to the Company, and ( 2 ) on the Trading Day immediately following the date on which the Registration Failure Period ends, deliver all of the Warrant ADSs required to be delivered pursuant to such Notice of Exercise by crediting the account of the Holder’s prime broker with The Depository Trust Company through DWAC (as defined below) . The Company shall pay any cash amounts owed pursuant to clause ( 1 ) of the immediately preceding sentence on each corresponding Trading Day during the Registration Failure Period . As used herein, “ Registration Failure Period ” means the period (x) beginning on the date of delivery of a Notice of Exercise at a time when there is no registration statement registering, or the prospectus contained therein is not available for, the sale of all of the Warrant ADSs, representing the underlying Warrant Shares, issuable under this Warrant, and (y) ending on the later of (A) the date that there is an effective registration statement registering, and the prospectus contained therein is available for, the sale of all of the Warrant ADSs, representing the underlying Warrant Shares, issuable hereunder and (B) the date of delivery of all of the Warrant ADSs required to be delivered pursuant to the Notice of Exercise by crediting the account of the Holder’s prime broker with The Depository Trust Company through DWAC . d) Mechanics of Exercise .
5 i . Delivery of Warrant ADSs Upon Exercise . Upon the exercise of this Warrant, the Company shall enter the Warrant Shares in the name of the Holder in the Company’s share register, deposit the Warrant Shares in connection with such exercise with the Depositary for the ADSs, and instruct the Depositary to transmit the Warrant ADSs purchased hereunder to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit/Withdrawal At Custodian system (“ DWAC ”) if the Depositary is then a participant in such system and there is an effective registration statement permitting the issuance of the Warrant ADSs, representing the underlying Warrant Shares, to the Holder, by the date that is the earlier of (i) two ( 2 ) Trading Days after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “ Warrant ADS Delivery Date ”), provided that the Company shall not be obligated to deliver the Warrant ADSs hereunder unless the Company Danish Counsel has received the aggregate Exercise Price on or before the Trading Day (based on New York City time) immediately prior to the Warrant ADS Delivery Date . Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant ADSs with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant ADSs, provided that payment of the aggregate Exercise Price is received by the Warrant ADS Delivery Date . If the Company fails for any reason to cause the Depositary to deliver to the Holder the Warrant ADSs subject to a Notice of Exercise by the Warrant ADS Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $ 1 , 000 of Warrant ADSs subject to such exercise (based on the VWAP of the ADSs on the date of the applicable Notice of Exercise), $ 10 per Trading Day (increasing to $ 20 per Trading Day on the third Trading Day after the Warrant ADS Delivery Date) for each Trading Day after such Warrant ADS Delivery Date until such Warrant ADSs are delivered or the Holder rescinds such exercise . The Company agrees to maintain a depositary and a transfer agent that each are a participant in the FAST program so long as this Warrant remains outstanding and exercisable . As used herein, “ Standard Settlement Period ” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the ADSs as in effect on the date of delivery of the Notice of Exercise . Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12 : 00 p . m . (New York City time) on the Trading Day prior to the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant ADSs subject to such notice(s) by 4 : 00 p . m . (New York City
6 time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant ADS Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is delivered to Company Danish Counsel by 12 : 00 p . m . (New York City time) on the Trading Day prior to the Initial Exercise Date . ii. Delivery of New Warrants Upon Exercise . If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant ADSs, deliver to the Holder a new Warrant certificate evidencing the rights of the Holder to subscribe for the unsubscribed Warrant ADSs called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant . iii. Rescission Rights . If the Company fails to cause the Depositary to transmit to the Holder the Warrant ADSs pursuant to Section 2 (d)(i) by the Warrant ADS Delivery Date, then the Holder will have the right to rescind such exercise prior to the delivery of such Warrant ADSs hereunder (with the effect that the Holder’s right to acquire such Warrant ADSs pursuant to this Warrant shall be restored) and the Company shall return to the Holder the aggregate Exercise Price paid to the Company Danish Counsel for such Warrant ADSs . iv. Compensation for Buy - In on Failure to Timely Deliver Warrant ADSs Upon Exercise . In addition to any other rights available to the Holder, if the Company fails to cause the Depositary to deliver to the Holder the Warrant ADSs in accordance with the provisions of Section 2 (d)(i) above pursuant to an exercise on or before the Warrant ADS Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, ADSs to deliver in satisfaction of a sale by the Holder of the Warrant ADSs which the Holder anticipated receiving upon such exercise (a “ Buy - In ”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the ADSs so purchased exceeds (y) the amount obtained by multiplying ( 1 ) the number of Warrant ADSs that the Company failed to deliver to the Holder in connection with the exercise at issue by ( 2 ) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant in respect of the equivalent number of Warrant ADSs for which such exercise was not honored and return any amount received by the Company Danish Counsel in respect of the Exercise Price for those Warrant ADSs (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of Warrant ADSs that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder . For
7 example, if the Holder purchases ADSs having a total purchase price of $ 11 , 000 to cover a Buy - In with respect to an attempted exercise of Warrants for ADSs with an aggregate sale price giving rise to such purchase obligation of $ 10 , 000 , under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy - In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Warrant ADSs upon exercise of the Warrant as required pursuant to the terms hereof . v. No Fractional Ordinary Shares or Warrant ADSs . No fractional Warrant Shares or Warrant ADSs shall be issued upon the exercise of this Warrant . As to any fraction of a Warrant ADS which the Holder would otherwise be entitled to subscribe upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole ADS, provided that the fraction of an ADS shall not be rounded up to the next whole ADS if such rounding would result in the issue price being lower than the nominal value of the Ordinary Shares . vi. Charges, Taxes and Expenses . Issuance of Warrant ADSs shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant ADSs, all of which taxes and expenses shall be paid by the Company, and such Warrant ADSs shall be issued in the name of the Holder or in such name or names as may be directed by the Holder ; provided , however , that, in the event that Warrant ADSs are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto . The Company shall pay all Depositary and Transfer Agent fees required for same - day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same - day electronic issuance and delivery of the Warrant ADSs . The Company shall pay all applicable fees and expenses of the Depositary and Transfer Agent in connection with the issuance of the Warrants ADSs hereunder .
8 vii . Closing of Books . The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof . e) Holder’s Exercise Limitations . The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “ Attribution Parties ”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below) . For purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Ordinary Shares underlying such Warrant ADSs issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Ordinary Shares underlying Warrant ADSs which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Ordinary Share Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties . Except as set forth in the preceding sentence, for purposes of this Section 2 (e), beneficial ownership shall be calculated in accordance with Section 13 (d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13 (d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith . To the extent that the limitation contained in this Section 2 (e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination . In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13 (d) of the Exchange Act and the rules and regulations promulgated thereunder . For purposes of this Section 2 (e), in determining the number of outstanding Ordinary Shares, a Holder may rely on the number of outstanding Ordinary Shares as reflected in (A) the Company’s most recent annual report on Form 20 - F, Report on Form 6 - K or other public filings filed with the Commission, as the case may be, (B) a more recent public
9 announcement by the Company or (C) a more recent written notice by the Company or the Depositary or the Transfer Agent setting forth the number of Ordinary Shares outstanding . Upon the written or oral request of a Holder, the Company shall within one ( 1 ) Trading Day confirm orally and in writing to the Holder the number of Ordinary Shares then outstanding . In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Ordinary Shares was reported . The “ Beneficial Ownership Limitation ” shall be 4 . 99 % of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of the Ordinary Shares issuable upon exercise of this Warrant . The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2 (e), provided that the Beneficial Ownership Limitation in no event exceeds 9 . 99 % of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2 (e) shall continue to apply . Any increase in the Beneficial Ownership Limitation will not be effective until the 61 st day after such notice is delivered to the Company . The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2 (e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation . The limitations contained in this paragraph shall apply to a successor holder of this Warrant . Section 3 . Certain Adjustments . a) Share Dividends and Splits . If the Company, at any time while this Warrant is outstanding : (i) pays a share dividend or otherwise makes a distribution or distributions on its ADSs or Ordinary Shares or any other equity or equity equivalent securities payable in ADSs or Ordinary Shares (which, for avoidance of doubt, shall not include any Warrant Shares or Warrant ADSs issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of Ordinary Shares or ADSs, as applicable, (iii) combines (including by way of reverse share split) outstanding ADSs or Ordinary Shares into a smaller number of Ordinary Shares or ADSs, as applicable, or (iv) issues by reclassification of ADSs, Ordinary Shares or any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares or ADSs as applicable (excluding treasury Ordinary Shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Ordinary Shares or ADSs, as applicable, outstanding immediately after such event, and the number of ADSs issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged, provided that any reduction in the nominal value of the Ordinary Shares without any dividend or distribution shall not lead to any such adjustment and
10 provided, further, that the Exercise Price cannot be adjusted to a price that is less than the nominal value of the Ordinary Shares . Any adjustment made pursuant to this Section 3 (a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re - classification . b) Fundamental Transaction . If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary, directly or indirectly, effects any sale, lease, exclusive license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares (including Ordinary Shares underlying the ADSs) are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50 % or more of the outstanding Ordinary Shares (including Ordinary Shares underlying the ADSs) or 50 % or more of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin - off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires 50 % or more of the outstanding Ordinary Shares (including Ordinary Shares underlying the ADSs) or 50 % or more of the voting power of the common equity of the Company (each a “ Fundamental Transaction ”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share represented by the Warrant ADSs that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2 (e) on the exercise of this Warrant), the number of shares of capital stock of the successor or acquiring corporation or of the Company, if the Company is the surviving corporation, and any additional consideration (the “ Alternate Consideration ”) receivable as a result of such Fundamental Transaction by a holder of the number of Warrant Shares represented by the Warrant ADSs for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2 (e) on the exercise of this Warrant) . For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Ordinary Share (including any Warrant Shares underlying the ADSs), in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration . If holders of Ordinary Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder
11 shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction . Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction ; provided , however , that, if the Fundamental Transaction is not within the Company's control, including not approved by the Company's Board of Directors, the Holder shall only be entitled to receive from the Company or any Successor Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Ordinary Shares (including Ordinary Shares underlying ADSs) of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, shares or any combination thereof, or whether the holders of Ordinary Shares (including Ordinary Shares underlying ADSs) are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction ; provided , further , that, if holders of Ordinary Shares (including any Ordinary Shares underlying ADSs) of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Ordinary Shares (including any Ordinary Shares underlying ADSs) will be deemed to have received common equity of the Successor Entity (which Successor Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction . “ Black Scholes Value ” means the value of this Warrant based on the Black - Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk - free interest rate corresponding to the U . S . Treasury rate for a period equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100 % and the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable contemplated Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per Ordinary Share being offered in cash, if any, plus the value of any non - cash consideration, if any, being offered in such Fundamental Transaction and (ii) the highest VWAP during the period beginning on the Trading Day immediately preceding the public announcement of the applicable contemplated Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 3 (b), (D) a remaining option time equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date and (E) a zero cost of borrow . The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such other consideration) within the later of (i) five Business Days of
12 the Holder’s election and (ii) the date of consummation of the Fundamental Transaction . The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “ Successor Entity ”) to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3 (b) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant, a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Warrant Shares underlying the Warrant ADSs acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the Ordinary Shares underlying the Warrant ADSs pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder . Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant referring to the “Company” shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein . For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3 (b) regardless of (i) whether the Company has sufficient authorized Ordinary Shares for the issuance of Warrant Shares represented by Warrant ADSs and/or (ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date . c) Calculations . All calculations under this Section 3 shall be made to the nearest cent or the nearest 1 / 100 th of an ADS, as the case may be . For purposes of this Section 3 , the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall be the sum of the number of Ordinary Shares (including Ordinary Shares underlying ADSs, but excluding treasury shares, if any) issued and outstanding . d) Notice to Holder . i. Adjustment to Exercise Price . Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3 , the Company shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of
13 Warrant ADSs and setting forth a brief statement of the facts requiring such adjustment. ii . Notice to Allow Exercise by Holder . If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Ordinary Shares or ADSs, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares or ADSs, (C) the Company shall authorize the granting to all holders of the Ordinary Shares or ADSs rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification of the Ordinary Shares or ADSs, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Ordinary Shares are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Ordinary Shares or ADSs of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer, share exchange or action is expected to become effective or close, and the date as of which it is expected that holders of the Ordinary Shares (including Warrant Shares underlying Warrant ADSs) of record shall be entitled to exchange their Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, share exchange or action ; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice . To the extent that any notice provided in this Warrant constitutes, or contains, material, non - public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Report on Form 6 - K . The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein . e) Voluntary Adjustment By Company . Subject to the rules and regulations of the Trading Market, the Company may at any time during the term of this Warrant reduce the then current Exercise Price to any amount and for
14 any period of time deemed appropriate by the board of directors of the Company. f) The Company shall take no action that would result in the Exercise Price per ADS being adjusted hereunder to less than ten ( 10 ) Danish Krone, the nominal amount per share of the Ordinary Shares for ten ( 10 ) Ordinary Shares, as expressed in United States dollars at the applicable exchange rate published by the Danish National Bank . Section 4 . Transfer of Warrant . a) Transferability . This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer . Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled . Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three ( 3 ) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full . The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the subscription for Warrant ADSs without having a new Warrant issued . b) New Warrants . This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney . Subject to compliance with Section 4 (a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice . All Warrants issued on transfers or exchanges shall be dated the Initial Exercise Date and shall be identical with this Warrant except as to the number of Warrant ADSs issuable pursuant thereto . c) Warrant Register . The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “ Warrant Register ”), in the name of the record Holder hereof from time to time . The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary .
15 Section 5 . Miscellaneous . a) No Rights as Shareholder Until Exercise ; No Settlement in Cash . This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2 (d)(i), except as expressly set forth in Section 3 . Without limiting any rights of a Holder to receive cash payments pursuant to Section 2 (d)(i) and Section 2 (d)(iv) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant . b) Loss, Theft, Destruction or Mutilation of Warrant . The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant ADSs, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate . c) Saturdays, Sundays, Holidays, etc . If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day . d) Authorized Shares . The Company covenants that, during the period that the Warrant is outstanding, it shall allot a sufficient number of shares to provide for the issuance of the Warrant ADSs and the underlying Ordinary Shares upon the exercise of any subscription rights under this Warrant . The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the requisite Warrant Shares for the Depositary to issue the necessary Warrant ADSs upon the exercise of the subscription rights under this Warrant . The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares and Warrant ADSs may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the ADSs and/or Ordinary Shares may be listed . The Company covenants that all Warrant Shares represented by Warrant ADSs which may be issued upon the exercise of the subscription rights represented by this Warrant will, upon exercise of the subscription rights represented by this Warrant and payment for such Warrant ADSs in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than any taxes in respect of any transfer occurring contemporaneously with such issue) .
16 Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its articles of association or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment . Without limiting the generality of the foregoing, the Company will (i) not increase the nominal value of any Warrant Shares represented by Warrant ADSs above the amount payable therefor upon such exercise immediately prior to such increase in nominal value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares represented by Warrant ADSs upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant . Before taking any action which would result in an adjustment in the number of Warrant ADSs for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof . e) Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the Kingdom of Denmark, without regard to the principles of conflict of laws thereof . Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of this Warrant shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “ New York Courts ”) . Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts 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 such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding . Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Warrant . 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 Warrant 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 other manner permitted by law . If any party shall commence an action or proceeding to enforce any provisions of this Warrant, then the
17 prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding . f) Restrictions . The Holder acknowledges that the Warrant Shares represented by Warrant ADSs acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws . g) Nonwaiver and Expenses . No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies . Without limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder . h) Notices . Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Exercise, shall be in writing and delivered personally, by email, or sent by a nationally recognized overnight courier service, addressed to the Company, at Dr . Neergaards Vej 5 f, DK - 2970 Hoersholm, Denmark, Attention : Anne - Sofie Wiemann and Susanne Bech , email addresses awi@evaxion - biotech . com and sbe@evaxion - biotech . com and investor@evaxion - biotech . com or such other email address or address as the Company may specify for such purposes by notice to the Holders . Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by email, or sent by a nationally recognized overnight courier service addressed to each Holder at the email, number or address of such Holder appearing on the books of the Company, or if no such email, number or address appears on the books of the Company, then to the most recent email, number or address such Holder has provided to Company . Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via email at the email address set forth in this Section prior to 5 : 30 p . m . (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication is delivered via email at the email address set forth 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, (iii) the second Trading Day following the date of mailing, if sent by U . S . nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given . i) Limitation of Liability . No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to subscribe for Warrant ADSs, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the subscription price of any Warrant Shares or Warrant ADSs
18 or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. j) Remedies . The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant . The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate . k) Successors and Assigns . Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder . The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant ADSs . l) Company Acknowledgement ; Notice of Successor Danish Counsel . The Company acknowledges and agrees that the Holder’s payment of the aggregate Exercise Price to Company Danish Counsel in connection with any exercise hereunder shall be deemed to be the delivery by the Holder of the aggregate Exercise Price to the Company and shall satisfy the Holder’s obligations under this Warrant for the payment of the aggregate Exercise Price in connection with any exercise hereunder and shall require the Company to deliver the Warrant ADSs upon such exercise to the Holder pursuant to the terms hereunder . If the Company changes its Company Danish Counsel after the Initial Exercise Date, the Company shall promptly deliver notice of the successor Company Danish Counsel ((including the bank wire transfer instructions of such successor Company Danish Counsel) to the Holder (including, without limitation, any successor holder of this Warrant) on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer of the Company, with instructions in writing to pay the aggregate Exercise Price of this Warrant to such successor Company Danish Counsel . m) Reimbursement . The Company shall reimburse the Holder for any fees charged to the Holder by the Depositary in connection with the issuance or holding or sale of the Warrant ADSs . n) Amendment . This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder . o) Severability . Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant . p) Headings . The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant .
19 ******************** (Signature Page Follows)
20 IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated. EVAXION BIOTECH A/S By: Name: Title:
NOTICE OF EXERCISE TO: EVAXION BIOTECH A/S (1) The undersigned hereby elects to subscribe for Warrant ADSs of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any . (2) Payment shall take the form of lawful money of the United States to be delivered to Company Danish Counsel (as defined in the Warrant) pursuant to the following bank wire transfer instructions : Bank Name : Danske Bank Bank Address : Holmens Kanal 2, 1092 Copenhagen K, Denmark Bank Account Name : Mazanti - Andersen main client account Bank Account Number : 4777175572 IBAN : DK7130004777175572 SWIFT - BIC : DABADKKK Reference : Evaxion Biotech A/S Contact Person and Telephone Number : Lars Lüthjohan. Ph. no.: +4540283536 E - mail: LLJ@mazanti.dk (3) Please issue said Warrant ADSs in the name of the undersigned or in such other name as is specified below: DTC Participant name and number: Contact of DTC Participant: Telephone Number of DTC Participant Contact: [SIGNATURE OF HOLDER] Name of Investing Entity: Signature of Authorized Signatory of Investing Entity : Name of Authorized Signatory: Title of Authorized Signatory: Date:
EXHIBIT B ASSIGNMENT FORM (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to subscribe for Warrant ADSs.) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: (Please Print) Address: (Please Print) Phone Number: Email Address: Dated: , Holder’s Signature: Holder’s Address:
PLACEMENT AGENT WARRANT TO SUBSCRIBE FOR ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES EVAXION BIOTECH A/S Warrant ADSs: Initial Exercise Date: February 5, 2024 THIS PLACEMENT AGENT WARRANT TO SUBSCRIBE FOR ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “ Warrant ”) certifies that, for value received, or its assigns (the “ Holder ”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “ Initial Exercise Date ”) and on or prior to 5 : 00 p . m . (New York City time) on February 1 , 2029 (the “ Termination Date ”) but not thereafter, to subscribe for and purchase from Evaxion Biotech A/S, a public limited liability company incorporated under the laws of the Kingdom of Denmark (the “ Company ”), up to Ordinary Shares (the “ Warrant Shares ”) represented by ADSs (the “ Warrant ADSs ”), as subject to adjustment hereunder . The subscription price of one Warrant ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2 (b) . This Warant is being issued pursuant to that certain Engagement Agreement, dated as of September 27 , 2023 , as amended, by and between the Company and . Section 1 . Definitions . In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1: “ ADS(s) ” means American Depositary Shares issued pursuant to the Deposit Agreement, each representing ten ( 10 ) Ordinary Shares . “ Affiliate ” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act . “ Board of Directors ” means the board of directors of the Company. “ Business Day ” means any day except any Saturday, any Sunday, any day which is a federal legal or national holiday in the United States or Denmark or any day on which banking institutions in the State of New York or Denmark are authorized or required by law to remain closed ; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter - in - place”, “non - essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York and Copenhagen, Denmark are generally open for use by customers on such day or other governmental action to close . Appendix 9
2 “ Commission ” means the United States Securities and Exchange Commission. “ Company Danish Counsel ” means Mazanti - Andersen, Amaliegade 10 1256 Copenhagen K, Denmark, or any successor Danish counsel to the Company . “ Deposit Agreement ” means the Deposit Agreement, dated as of February 4 , 2021 , among the Company, The Bank of New York Mellon as Depositary and the owners and holders of ADSs from time to time, as such agreement may be amended or supplemented . “ Depositary ” means The Bank of New York Mellon and any successor depositary of the Company . “ Exchange Act ” means the Securities Exchange Act of 1934 , as amended, and the rules and regulations promulgated thereunder . “ Liens ” means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction . “ Ordinary Share(s) ” means the ordinary shares of the Company, DKK 1 nominal value per share, and any other class of securities into which such securities may hereafter be reclassified or changed . “ Person ” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind . “ Proceeding ” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened . “ Purchase Agreement ” means the securities purchase agreement, dated as of February 1 , 2024 , by and between the Company and each of the purchasers signatory thereto . “ Registration Statement ” means the Company’s registration statement on Form F - 1 (File No . 333 - 276505 ) . “ Securities Act ” means the Securities Act of 1933 , as amended, and the rules and regulations promulgated thereunder . “ Subsidiary ” means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof . “ Trading Day ” means a day on which the principal Trading Market is open for trading .
3 “ Trading Market ” means any of the following markets or exchanges on which the Ordinary Shares and/or ADSs are listed or quoted for trading on the date in question : the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing) . “ Transfer Agent ” means Computershare A/S, the current transfer agent of the Company, with a mailing address of Lottenborgvej 26 D, 1 . , DK - 2800 Kgs . Lyngby, Denmark and company registration number (CVR) no . 27088899 , and any successor transfer agent of the Company . “ VWAP ” means, for any date, the price determined by the first of the following clauses that applies : (a) if the ADSs are then listed or quoted on a Trading Market, the daily volume weighted average price of the ADSs for such date (or the nearest preceding date) on the Trading Market on which the ADSs are then listed or quoted as reported by Bloomberg L . P . (based on a Trading Day from 9 : 30 a . m . (New York City time) to 4 : 02 p . m . (New York City time)), (b) if OTCQB Venture Market (“ OTCQB ”) or OTCQX Best Market (“ OTCQX ”) is not a Trading Market, the volume weighted average price of the ADSs for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the ADSs are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the ADSs are then reported in the “Pink” Open Market (“ Pink Market ”) operated by OTC Markets, Inc . (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per ADS so reported, or (d) in all other cases, the fair market value of an ADS as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company . Section 2 . Exercise . a) Exercise of Warrant . This Warrant may be exercised, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted by e - mail (or e - mail attachment) of the Notice of Exercise in the form annexed hereto (the “ Notice of Exercise ”) . On the Trading Day (based on New York City time) on which the delivery of the Notice of Exercise occurs, the Holder shall deliver to the Company Danish Counsel the aggregate Exercise Price for the Warrant ADSs specified in the applicable Notice of Exercise by wire transfer to the Company Danish Counsel pursuant to the bank wire transfer instructions set forth on the Notice of Exercise attached hereto . No ink - original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required . Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has subscribed for all of the Warrant ADSs available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation as soon as reasonably practicable following the date on which the final Notice of Exercise is delivered to the Company . Partial exercises of this Warrant resulting in the subscription of a portion of
4 the total number of Warrant ADSs available hereunder shall have the effect of reducing the outstanding number of Warrant ADSs purchasable hereunder in an amount equal to the applicable number of Warrant ADSs subscribed . The Company shall record the number of Warrants issued to the Holder and the number of Warrant ADSs subscribed through exercise and the date of such subscription of the Warrant ADSs . The Company shall deliver any objection to any Notice of Exercise within one ( 1 ) Trading Day of receipt of such notice . The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the subscription for a portion of the Warrant ADSs hereunder, the number of Warrant ADSs available for subscription hereunder at any given time may be less than the amount stated on the face hereof . b) Exercise Price . The exercise price per ADS under this Warrant shall be $ 5 . 40 , subject to adjustment hereunder (the “ Exercise Price ”) . c) Unavailability of Registration Statement . Notwithstanding anything to the contrary contained herein, if there is no effective registration statement registering, or the prospectus contained therein is not available for, the sale of all of Warrant ADSs, representing the underlying Warrant Shares, issuable under this Warrant at any time following the Initial Exercise Date and ending on the Termination Date, the Holder shall be permitted to exercise this Warrant by delivery of a Notice of Exercise to the Company, and, within one ( 1 ) Trading Day (based on New York City time) following the delivery of such Notice of Exercise, deliver to the Company Danish Counsel the aggregate Exercise Price with respect to such exercise of this Warrant . Upon delivery by the Holder of a Notice of Exercise during a Registration Failure Period (as defined below) and the timely payment by the Holder of the aggregate Exercise Price, the Company shall be required to ( 1 ) pay in cash to the Holder on each Trading Day during the Registration Failure Period an amount equal to 1 . 0 % of the product of (A) the number of Warrant ADSs subject to the exercise by the Holder pursuant to the immediately preceding sentence and (B) the VWAP of the ADSs on the date of delivery of the Notice of Exercise to the Company, and ( 2 ) on the Trading Day immediately following the date on which the Registration Failure Period ends, deliver all of the Warrant ADSs required to be delivered pursuant to such Notice of Exercise by crediting the account of the Holder’s prime broker with The Depository Trust Company through DWAC (as defined below) . The Company shall pay any cash amounts owed pursuant to clause ( 1 ) of the immediately preceding sentence on each corresponding Trading Day during the Registration Failure Period . As used herein, “ Registration Failure Period ” means the period (x) beginning on the date of delivery of a Notice of Exercise at a time when there is no registration statement registering, or the prospectus contained therein is not available for, the sale of all of the Warrant ADSs, representing the underlying Warrant Shares, issuable under this Warrant, and (y) ending on the later of (A) the date that there is an effective registration statement registering, and the prospectus contained therein is available for, the sale of all of the Warrant ADSs, representing the underlying Warrant Shares, issuable hereunder and (B) the date of delivery of all of the Warrant ADSs required to be delivered pursuant to the Notice of Exercise by crediting the account of the Holder’s prime broker with The Depository Trust Company through DWAC .
5 d) Mechanics of Exercise . i. Delivery of Warrant ADSs Upon Exercise . Upon the exercise of this Warrant, the Company shall enter the Warrant Shares in the name of the Holder in the Company’s share register, deposit the Warrant Shares in connection with such exercise with the Depositary for the ADSs, and instruct the Depositary to transmit the Warrant ADSs purchased hereunder to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit/Withdrawal At Custodian system (“ DWAC ”) if the Depositary is then a participant in such system and there is an effective registration statement permitting the issuance of the Warrant ADSs, representing the underlying Warrant Shares, to the Holder, by the date that is the earlier of (i) two ( 2 ) Trading Days after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “ Warrant ADS Delivery Date ”), provided that the Company shall not be obligated to deliver the Warrant ADSs hereunder unless the Company Danish Counsel has received the aggregate Exercise Price on or before the Trading Day (based on New York City time) immediately prior to the Warrant ADS Delivery Date . Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant ADSs with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant ADSs, provided that payment of the aggregate Exercise Price is received by the Warrant ADS Delivery Date . If the Company fails for any reason to cause the Depositary to deliver to the Holder the Warrant ADSs subject to a Notice of Exercise by the Warrant ADS Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $ 1 , 000 of Warrant ADSs subject to such exercise (based on the VWAP of the ADSs on the date of the applicable Notice of Exercise), $ 10 per Trading Day (increasing to $ 20 per Trading Day on the third Trading Day after the Warrant ADS Delivery Date) for each Trading Day after such Warrant ADS Delivery Date until such Warrant ADSs are delivered or the Holder rescinds such exercise . The Company agrees to maintain a depositary and a transfer agent that each are a participant in the FAST program so long as this Warrant remains outstanding and exercisable . As used herein, “ Standard Settlement Period ” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the ADSs as in effect on the date of delivery of the Notice of Exercise . Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12 : 00 p . m . (New York City time) on the Trading Day prior to the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the
6 Warrant ADSs subject to such notice(s) by 4 : 00 p . m . (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant ADS Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is delivered to Company Danish Counsel by 12 : 00 p . m . (New York City time) on the Trading Day prior to the Initial Exercise Date . ii. Delivery of New Warrants Upon Exercise . If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant ADSs, deliver to the Holder a new Warrant certificate evidencing the rights of the Holder to subscribe for the unsubscribed Warrant ADSs called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant . iii. Rescission Rights . If the Company fails to cause the Depositary to transmit to the Holder the Warrant ADSs pursuant to Section 2 (d)(i) by the Warrant ADS Delivery Date, then the Holder will have the right to rescind such exercise prior to the delivery of such Warrant ADSs hereunder (with the effect that the Holder’s right to acquire such Warrant ADSs pursuant to this Warrant shall be restored) and the Company shall return to the Holder the aggregate Exercise Price paid to the Company Danish Counsel for such Warrant ADSs . iv. Compensation for Buy - In on Failure to Timely Deliver Warrant ADSs Upon Exercise . In addition to any other rights available to the Holder, if the Company fails to cause the Depositary to deliver to the Holder the Warrant ADSs in accordance with the provisions of Section 2 (d)(i) above pursuant to an exercise on or before the Warrant ADS Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, ADSs to deliver in satisfaction of a sale by the Holder of the Warrant ADSs which the Holder anticipated receiving upon such exercise (a “ Buy - In ”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the ADSs so purchased exceeds (y) the amount obtained by multiplying ( 1 ) the number of Warrant ADSs that the Company failed to deliver to the Holder in connection with the exercise at issue by ( 2 ) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant in respect of the equivalent number of Warrant ADSs for which such exercise was not honored and return any amount received by the Company Danish Counsel in respect of the Exercise Price for those Warrant ADSs (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of Warrant ADSs that would have been issued had the Company timely
7 complied with its exercise and delivery obligations hereunder . For example, if the Holder purchases ADSs having a total purchase price of $ 11 , 000 to cover a Buy - In with respect to an attempted exercise of Warrants for ADSs with an aggregate sale price giving rise to such purchase obligation of $ 10 , 000 , under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $ 1 , 000 . The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy - In and, upon request of the Company, evidence of the amount of such loss . Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Warrant ADSs upon exercise of the Warrant as required pursuant to the terms hereof . v. No Fractional Ordinary Shares or Warrant ADSs . No fractional Warrant Shares or Warrant ADSs shall be issued upon the exercise of this Warrant . As to any fraction of a Warrant ADS which the Holder would otherwise be entitled to subscribe upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole ADS, provided that the fraction of an ADS shall not be rounded up to the next whole ADS if such rounding would result in the issue price being lower than the nominal value of the Ordinary Shares . vi. Charges, Taxes and Expenses . Issuance of Warrant ADSs shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant ADSs, all of which taxes and expenses shall be paid by the Company, and such Warrant ADSs shall be issued in the name of the Holder or in such name or names as may be directed by the Holder ; provided , however , that, in the event that Warrant ADSs are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto . The Company shall pay all Depositary and Transfer Agent fees required for same - day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same - day electronic issuance and delivery of the Warrant ADSs . The Company shall pay all applicable fees and expenses of the Depositary and Transfer Agent in connection with the issuance of the Warrants ADSs hereunder .
8 vii . Closing of Books . The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof . e) Holder’s Exercise Limitations . The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “ Attribution Parties ”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below) . For purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Ordinary Shares underlying such Warrant ADSs issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Ordinary Shares underlying Warrant ADSs which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Ordinary Share Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties . Except as set forth in the preceding sentence, for purposes of this Section 2 (e), beneficial ownership shall be calculated in accordance with Section 13 (d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13 (d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith . To the extent that the limitation contained in this Section 2 (e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination . In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13 (d) of the Exchange Act and the rules and regulations promulgated thereunder . For purposes of this Section 2 (e), in determining the number of outstanding Ordinary Shares, a Holder may rely on the number of outstanding Ordinary Shares as reflected in (A) the Company’s most recent annual report on Form 20 - F, Report on Form 6 - K or other public filings filed with the Commission, as the case may be, (B) a more recent public
9 announcement by the Company or (C) a more recent written notice by the Company or the Depositary or the Transfer Agent setting forth the number of Ordinary Shares outstanding . Upon the written or oral request of a Holder, the Company shall within one ( 1 ) Trading Day confirm orally and in writing to the Holder the number of Ordinary Shares then outstanding . In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Ordinary Shares was reported . The “ Beneficial Ownership Limitation ” shall be 4 . 99 % (or, upon election by a Holder prior to the issuance of any Warrants, 9 . 99 % ) of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of the Ordinary Shares issuable upon exercise of this Warrant . The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2 (e), provided that the Beneficial Ownership Limitation in no event exceeds 9 . 99 % of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2 (e) shall continue to apply . Any increase in the Beneficial Ownership Limitation will not be effective until the 61 st day after such notice is delivered to the Company . The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2 (e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation . The limitations contained in this paragraph shall apply to a successor holder of this Warrant . Section 3 . Certain Adjustments . a) Share Dividends and Splits . If the Company, at any time while this Warrant is outstanding : (i) pays a share dividend or otherwise makes a distribution or distributions on its ADSs or Ordinary Shares or any other equity or equity equivalent securities payable in ADSs or Ordinary Shares (which, for avoidance of doubt, shall not include any Warrant Shares or Warrant ADSs issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of Ordinary Shares or ADSs, as applicable, (iii) combines (including by way of reverse share split) outstanding ADSs or Ordinary Shares into a smaller number of Ordinary Shares or ADSs, as applicable, or (iv) issues by reclassification of ADSs, Ordinary Shares or any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares or ADSs as applicable (excluding treasury Ordinary Shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Ordinary Shares or ADSs, as applicable, outstanding immediately after such event, and the number of ADSs issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged, provided that any reduction in the nominal value of the Ordinary Shares without any dividend or distribution shall not lead to any such adjustment and
10 provided, further, that the Exercise Price cannot be adjusted to a price that is less than the nominal value of the Ordinary Shares . Any adjustment made pursuant to this Section 3 (a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re - classification . b) Fundamental Transaction . If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary, directly or indirectly, effects any sale, lease, exclusive license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares (including Ordinary Shares underlying the ADSs) are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50 % or more of the outstanding Ordinary Shares (including Ordinary Shares underlying the ADSs) or 50 % or more of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin - off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires 50 % or more of the outstanding Ordinary Shares (including Ordinary Shares underlying the ADSs) or 50 % or more of the voting power of the common equity of the Company (each a “ Fundamental Transaction ”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share represented by the Warrant ADSs that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2 (e) on the exercise of this Warrant), the number of shares of capital stock of the successor or acquiring corporation or of the Company, if the Company is the surviving corporation, and any additional consideration (the “ Alternate Consideration ”) receivable as a result of such Fundamental Transaction by a holder of the number of Warrant Shares represented by the Warrant ADSs for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2 (e) on the exercise of this Warrant) . For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Ordinary Share (including any Warrant Shares underlying the ADSs), in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration . If holders of Ordinary Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder
11 shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction . Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction ; provided , however , that, if the Fundamental Transaction is not within the Company's control, including not approved by the Company's Board of Directors, the Holder shall only be entitled to receive from the Company or any Successor Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Ordinary Shares (including Ordinary Shares underlying ADSs) of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, shares or any combination thereof, or whether the holders of Ordinary Shares (including Ordinary Shares underlying ADSs) are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction ; provided , further , that, if holders of Ordinary Shares (including any Ordinary Shares underlying ADSs) of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Ordinary Shares (including any Ordinary Shares underlying ADSs) will be deemed to have received common equity of the Successor Entity (which Successor Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction . “ Black Scholes Value ” means the value of this Warrant based on the Black - Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk - free interest rate corresponding to the U . S . Treasury rate for a period equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100 % and the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable contemplated Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per Ordinary Share being offered in cash, if any, plus the value of any non - cash consideration, if any, being offered in such Fundamental Transaction and (ii) the highest VWAP during the period beginning on the Trading Day immediately preceding the public announcement of the applicable contemplated Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 3 (b), (D) a remaining option time equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date and (E) a zero cost of borrow . The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such other consideration) within the later of (i) five Business Days of
12 the Holder’s election and (ii) the date of consummation of the Fundamental Transaction . The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “ Successor Entity ”) to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3 (b) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant, a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Warrant Shares underlying the Warrant ADSs acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the Ordinary Shares underlying the Warrant ADSs pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder . Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant referring to the “Company” shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein . For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3 (b) regardless of (i) whether the Company has sufficient authorized Ordinary Shares for the issuance of Warrant Shares represented by Warrant ADSs and/or (ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date . c) Calculations . All calculations under this Section 3 shall be made to the nearest cent or the nearest 1 / 100 th of an ADS, as the case may be . For purposes of this Section 3 , the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall be the sum of the number of Ordinary Shares (including Ordinary Shares underlying ADSs, but excluding treasury shares, if any) issued and outstanding . d) Notice to Holder . i. Adjustment to Exercise Price . Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3 , the Company shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of
13 Warrant ADSs and setting forth a brief statement of the facts requiring such adjustment. ii . Notice to Allow Exercise by Holder . If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Ordinary Shares or ADSs, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares or ADSs, (C) the Company shall authorize the granting to all holders of the Ordinary Shares or ADSs rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification of the Ordinary Shares or ADSs, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Ordinary Shares are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Ordinary Shares or ADSs of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer, share exchange or action is expected to become effective or close, and the date as of which it is expected that holders of the Ordinary Shares (including Warrant Shares underlying Warrant ADSs) of record shall be entitled to exchange their Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, share exchange or action ; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice . To the extent that any notice provided in this Warrant constitutes, or contains, material, non - public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Report on Form 6 - K . The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein . e) Voluntary Adjustment By Company . Subject to the rules and regulations of the Trading Market, the Company may at any time during the term of this Warrant reduce the then current Exercise Price to any amount and for
14 any period of time deemed appropriate by the board of directors of the Company. f) The Company shall take no action that would result in the Exercise Price per ADS being adjusted hereunder to less than ten ( 10 ) Danish Krone, the nominal amount per share of the Ordinary Shares for ten ( 10 ) Ordinary Shares, as expressed in United States dollars at the applicable exchange rate published by the Danish National Bank . Section 4 . Transfer of Warrant . a) Transferability . This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer . Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled . Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three ( 3 ) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full . The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the subscription for Warrant ADSs without having a new Warrant issued . b) New Warrants . This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney . Subject to compliance with Section 4 (a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice . All Warrants issued on transfers or exchanges shall be dated the Initial Exercise Date and shall be identical with this Warrant except as to the number of Warrant ADSs issuable pursuant thereto . c) Warrant Register . The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “ Warrant Register ”), in the name of the record Holder hereof from time to time . The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary .
15 Section 5 . Miscellaneous . a) No Rights as Shareholder Until Exercise ; No Settlement in Cash . This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2 (d)(i), except as expressly set forth in Section 3 . Without limiting any rights of a Holder to receive cash payments pursuant to Section 2 (d)(i) and Section 2 (d)(iv) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant . b) Loss, Theft, Destruction or Mutilation of Warrant . The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant ADSs, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate . c) Saturdays, Sundays, Holidays, etc . If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day . d) Authorized Shares . The Company covenants that, during the period that the Warrant is outstanding, it shall allot a sufficient number of shares to provide for the issuance of the Warrant ADSs and the underlying Ordinary Shares upon the exercise of any subscription rights under this Warrant . The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the requisite Warrant Shares for the Depositary to issue the necessary Warrant ADSs upon the exercise of the subscription rights under this Warrant . The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares and Warrant ADSs may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the ADSs and/or Ordinary Shares may be listed . The Company covenants that all Warrant Shares represented by Warrant ADSs which may be issued upon the exercise of the subscription rights represented by this Warrant will, upon exercise of the subscription rights represented by this Warrant and payment for such Warrant ADSs in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than any taxes in respect of any transfer occurring contemporaneously with such issue) .
16 Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its articles of association or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment . Without limiting the generality of the foregoing, the Company will (i) not increase the nominal value of any Warrant Shares represented by Warrant ADSs above the amount payable therefor upon such exercise immediately prior to such increase in nominal value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares represented by Warrant ADSs upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant . Before taking any action which would result in an adjustment in the number of Warrant ADSs for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof . e) Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the Kingdom of Denmark, without regard to the principles of conflict of laws thereof . Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of this Warrant shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “ New York Courts ”) . Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts 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 such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding . Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Warrant . 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 Warrant 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 other manner permitted by law . If any party shall commence an action or proceeding to enforce any provisions of this Warrant, then the
17 prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding . f) Restrictions . The Holder acknowledges that the Warrant Shares represented by Warrant ADSs acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws . g) Nonwaiver and Expenses . No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies . Without limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder . h) Notices . Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Exercise, shall be in writing and delivered personally, by email, or sent by a nationally recognized overnight courier service, addressed to the Company, at Dr . Neergaards Vej 5 f, DK - 2970 Hoersholm, Denmark, Attention : Anne - Sofie Wiemann and Susanne Bech , email addresses awi@evaxion - biotech . com and sbe@evaxion - biotech . com and investor@evaxion - biotech . com or such other email address or address as the Company may specify for such purposes by notice to the Holders . Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by email, or sent by a nationally recognized overnight courier service addressed to each Holder at the email, number or address of such Holder appearing on the books of the Company, or if no such email, number or address appears on the books of the Company, then to the most recent email, number or address such Holder has provided to Company . Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via email at the email address set forth in this Section prior to 5 : 30 p . m . (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication is delivered via email at the email address set forth 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, (iii) the second Trading Day following the date of mailing, if sent by U . S . nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given . i) Limitation of Liability . No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to subscribe for Warrant ADSs, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the subscription price of any Warrant Shares or Warrant ADSs
18 or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. j) Remedies . The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant . The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate . k) Successors and Assigns . Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder . The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant ADSs . l) Company Acknowledgement ; Notice of Successor Danish Counsel . The Company acknowledges and agrees that the Holder’s payment of the aggregate Exercise Price to Company Danish Counsel in connection with any exercise hereunder shall be deemed to be the delivery by the Holder of the aggregate Exercise Price to the Company and shall satisfy the Holder’s obligations under this Warrant for the payment of the aggregate Exercise Price in connection with any exercise hereunder and shall require the Company to deliver the Warrant ADSs upon such exercise to the Holder pursuant to the terms hereunder . If the Company changes its Company Danish Counsel after the Initial Exercise Date, the Company shall promptly deliver notice of the successor Company Danish Counsel ((including the bank wire transfer instructions of such successor Company Danish Counsel) to the Holder (including, without limitation, any successor holder of this Warrant) on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer of the Company, with instructions in writing to pay the aggregate Exercise Price of this Warrant to such successor Company Danish Counsel . m) Reimbursement . The Company shall reimburse the Holder for any fees charged to the Holder by the Depositary in connection with the issuance or holding or sale of the Warrant ADSs . n) Amendment . This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder . o) Severability . Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant . p) Headings . The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant .
19 ******************** (Signature Page Follows)
20 IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated. EVAXION BIOTECH A/S By: Name: Title:
NOTICE OF EXERCISE TO: EVAXION BIOTECH A/S (1) The undersigned hereby elects to subscribe for Warrant ADSs of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any . (2) Payment shall take the form of lawful money of the United States to be delivered to Company Danish Counsel (as defined in the Warrant) pursuant to the following bank wire transfer instructions : Bank Name : Danske Bank Bank Address : Holmens Kanal 2, 1092 Copenhagen K, Denmark Bank Account Name : Mazanti - Andersen main client account Bank Account Number : 4777175572 IBAN : DK7130004777175572 SWIFT - BIC : DABADKKK Reference : Evaxion Biotech A/S Contact Person and Telephone Number : Lars Lüthjohan. Ph. no.: +4540283536 E - mail: LLJ@mazanti.dk (3) Please issue said Warrant ADSs in the name of the undersigned or in such other name as is specified below: DTC Participant name and number: Contact of DTC Participant: Telephone Number of DTC Participant Contact: [SIGNATURE OF HOLDER] Name of Investing Entity: Signature of Authorized Signatory of Investing Entity : Name of Authorized Signatory: Title of Authorized Signatory: Date:
EXHIBIT B ASSIGNMENT FORM (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to subscribe for Warrant ADSs.) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: (Please Print) Address: (Please Print) Phone Number: Email Address: Dated: , Holder’s Signature: Holder’s Address:
BILAG 10 / APPENDIX 10 TIL SELSKABETS VEDTÆGTER / TO T HE A RTI CLES OF ASSOCI - ATION
The English part of this parallel document in Danish and English is an unofficial translation of the original Danish text . In the event of disputes or misunderstandings arising from the interpretation of the transla - tion, the Danish language shall prevail . APPENDIX 10 TO ARTI - CLES OF ASSOCIATION EVAXION BIOTECH A/S (the " Company ") BILAG 10 TIL SELSKABETS VEDTÆGTER EVAXION BIOTECH A/S (" Selskabet ") INTRODUCTION INTRODUKTION Pursuant to the authorisation in article 2 . 11 of the articles of association, the Board of Directors has resolved that the following terms and conditions shall apply to war - rants (the “ Warrants ”) which have been granted to a consultant (“ Warran - tholder ”) in connection with entering into a consultancy agreement of 7 May 2024 . I henhold til bemyndigelse i vedtægternes punkt 2 . 11 har bestyrelsen bestemt, at føl - gende vilkår og betingelser skal være gæl - dende for warrants (" Warrants "), der er udstedt til en konsulent (” Warrantindeha - ver ”) i forbindelse med indgåelse af en kon - sulentaftale den 7 . maj 2024 . GENERAL GENERELT 1. A warrant is a right, but not an obligation, during a fixed period (exercise period) to subscribe for new ordinary shares in the Company at an exercise price equal to market price at the time of issuance (the “ Exercise Price ”), converted into DKK us - ing the official exchange rate between DKK and USD on the exercise day, however no less than DKK 1 per share of nominal DKK 1 . Each warrant carries the right to sub - scribe for nominal DKK 1 ordinary share in the Company . En warrant er en ret, men ikke en pligt, til i en nærmere fastlagt periode (udnyttelses - periode) at tegne nye aktier i Selskabet til en udnyttelsespris svarende til markedspri - sen på tidspunktet for udstedelsen (” Udnyt - telsesprisen ”), omregnet til DKK til den of - ficielle vekselkurs mellem DKK/USD som er gældende på udnyttelsesdagen, dog mini - mum DKK 1 pr . aktie à nominelt kr . 1 . Én warrant giver ret til at tegne én ordinær ak - tie i Selskabet á nominelt DKK 1 .
GRANT OF WARRANTS TILDELING AF WARRANTS 2. The Warrantholder is granted warrants in connection with the entering into a consul - tancy agreement . Warrants er tildelt i forbindelse med indgå - else af en konsulentaftale. VESTING OPTJENING 3. All Warrants shall be deemed vested and immediately exercisable as per the grant date . Alle Warrants anses for optjent og kan ud - nyttes straks på tildelingstidspunktet. EXERCISE UDNYTTELSE 4. Warrants may be exercised in a period of 12 months from the date of issuance: Warrants kan udnyttes i en periode på 12 måneder fra tidspunktet for udstedelsen: (the “ Warrant Exercise Period ”). (" Udnyttelsesperioden "). The Warrantholder may exercise all or part of its Warrants on any day The Nasdaq Capital Market or any other U . S . trading market on which the securities of the Com - pany are listed is open for business (“ Trad - ing Day ”) of its choice effective at the date of its delivery of a Warrant Exercise Notice (the " Warrant Exercise Date ") during the Warrant Exercise Period . Warrantindehaveren kan i Udnyttelsesperio - den frit udnytte alle eller en del af sine War - rants på alle dage, hvor The Nasdaq Capital Market eller anden US handelsplads, hvor selskabets værdipapirer er noterede, er åben for handel (” Handelsdag ”) med virk - ning fra den dag, hvor en Warrant Udnyttel - sesmeddelelse leveres til Selskabet ( "Ud - nyttelsesdagen" ) . On each chosen Warrant Exercise Date, the Warrantholder shall exercise all or part of its Warrants by giving notice to the Com - pany (the “ Warrant Exercise Notice ”) and pay to the Companythe corresponding Exercise Price in cash (including by wire transfer) . På hver valgt Udnyttelsesdag kan Warrant - indehaveren udnytte alle eller en del af sine Warrants ved at give meddelelse til Selska - bet ( "Warrant Udnyttelsesmeddelel - sen" ) og kontant betale til Selskabet den modsvarende Udnyttelsespris, herunder ved bankoverførsel . If the last day of the Warrant Exercise Pe - riod is a Saturday or Sunday, the Warrant Hvis den sidste dag i Udnyttelsesperioden er en lørdag eller en søndag, omfatter
Exercise Period shall also include the first Trading Day immediately following the stipulated period. Udnyttelsesperioden også den herefter førstkommende hverdag. Warrants not exercised by the Warrant - holder during the Warrant Exercise Period shall become null and void without further notice and without compensation or pay - ment of any kind to the Warrantholder . De Warrants, som Warrantindehaveren ikke udnytter i Udnyttelsesperioden, bortfalder uden yderligere varsel og uden kompensa - tion eller vederlag af nogen art til Warrant - indehaveren . The Company will as soon as practically possible after having received a Warrant Exercise Notice and having received the corresponding Exercise Price in cash initi - ate registration of the Warrant exercise with the Danish Business Authority . Selskabet vil så hurtigt som det praktisk er muligt efter at have modtaget en Warrant Udnyttelsesmeddelelse og den modsvarende kontante Udnyttelsespris iværksætte regi - strering af Warrant udnyttelsen hos Er - hvervsstyrelsen . ADJUSTMENT OF WARRANTS JUSTERING AF WARRANTS 5. Changes in the Company’s capital structure (including, but not limited to a stock splits, reverse stock split, consolidation or other similar event giving rise to such change) causing a change of the value of a Warrant shall require an adjustment of the War - rants in accordance with this clause 5 . Hvis der sker ændringer i Selskabets kapi - talforhold (herunder men ikke begrænset til aktiesplit, omvendt aktiesplit, sammenlæg - ning eller anden lignende begivenhed, som giver anledning til sådan ændring), der med - fører en ændring af værdien af en warrant, skal Warrants justeres i henhold til nærvæ - rende punkt 5 . Adjustments shall be made so that the change of the value of a Warrant with re - spect to the underlying ordinary shares of the Company shall remain the same before and after the occurrence of the event caus - ing the adjustment . The adjustment shall be carried out with the assistance of an ex - ternal independent advisor appointed by the Company’s board of directors . The ad - justment may be completed either by an increase or decrease of the number of En justering skal ske, således at den poten - tielle gevinstmulighed, der er knyttet til en Warrant, for så vidt angår de underliggende aktier, så vidt muligt er den samme som før og efter indtræden af den hændelse, der be - grunder justeringen . Justeringen gennemfø - res med bistand fra en ekstern uafhængig rådgiver, som vælges af Selskabets besty - relse . Justeringen kan ske enten ved en for - øgelse eller en formindskelse af det antal ak - tier, der kan udstedes i henhold til en
shares that can be issued following an ex - ercise of a warrant and/or an increase or decrease of the Exercise Price. warrant, og/eller en forøgelse eller formind - skelse af udnyttelseskursen. Warrants shall not be adjusted solely as a result of the Company’s issue of employee shares, share options and/or warrants as part of employee share option schemes (including options to Directors, advisors and consultants) as well as future exercise of such options and/or warrants . Warrants shall, furthermore, not be adjusted solely as a result of i) capital increases following the Warrantholders’ exercise of Warrants in the Company or ii) the Warrantholder’s conversion of convertible notes issued by the Company . Selskabets udstedelse af medarbejderaktier, aktieoptioner og/eller warrants som led i medarbejderaktieordninger (herunder til be - styrelsesmedlemmer, rådgivere og konsu - lenter) såvel som senere udnyttelse af så - danne optioner og/eller warrants, medfører ikke krav på justering af warrants . Den ka - pitalforhøjelse, der finder sted i) som følge af Warrantindehaverne udnyttelse af war - rants i Selskabet eller ii) Warrantindehave - rens udnyttelse af konvertible obligationer, medfører heller ikke justering af warrants . Any adjustments of the Exercise Price and/or the number of shares that can be subscribed for by exercising the Warrants pursuant to this clause 5 shall only apply to Warrants not exercised by the Warran - tholder at the time of the event triggering the adjustment . No adjustment shall affect already exercised Warrants . Enhver regulering af Udnyttelseskursen og/eller det antal aktier som kan tegnes ved udnyttelse af Warrants i henhold til dette pkt . 5 skal alene gælde for Warrants, som endnu ikke er udnyttet på det tidspunkt, der medfører en regulering . Allerede udnyttede Warrants påvirkes ikke af reguleringer . Bonus Shares Fondsaktier: If it is decided to issue bonus shares in the Company, Warrants shall be adjusted as follows : Hvis det besluttes at udstede fondsaktier i Selskabet, skal Warrants justeres således: The Exercise Price for each Warrant not yet exercised shall be multiplied by the factor: Udnyttelsesprisen på enhver endnu ikke ud - nyttet Warrant ganges med faktoren: = A (A+B) = A (A+B) 5.3
and the number of Warrants not yet exer - cised shall be multiplied by the factor: og antallet af endnu ikke udnyttede War - rants ganges med faktoren: 1 1 where: hvor: A = the nominal share capital be - fore issue of bonus shares, and A = den nominelle aktiekapital før udstedelsen af fondsaktier, og B = the total nominal value of bonus shares. B = den samlede nominelle værdi på fondsaktierne. If the adjusted number of shares does not amount to a whole number, the number shall be rounded down to the nearest whole number . Hvis det justerede antal aktier ikke er et helt tal, skal der afrundes nedad til det nærme - ste hele tal . Changes of capital at a price different from the market price: Kapitalændringer til en anden kurs end markedskursen: If it is decided to increase or decrease the share capital in the Company at a price be - low the market price (in relation to capital decreases also above the market price), or if new warrants with an exercise price be - low market price of the Company’s shares are issued to third parties (not including warrant incentive programs) Warrants shall be adjusted as follows : Hvis det besluttes at forhøje eller nedsætte aktiekapitalen i Selskabet til en kurs under markedskursen (vedrørende kapitalnedsæt - telser også til over markedskursen), eller nye warrants med en udnyttelsespris under markedskursen for Selskabets aktier (und - tagen medarbejderincitaments program - mer) skal Warrants justeres således : The Exercise Price for each non - exercised Warrant shall be multiplied by the factor: Udnyttelsesprisen på enhver endnu ikke ud - nyttet warrant ganges med faktoren: 5.4
= ( A_x K) + (B x T) (A+B) x K = ( A_x K) + (B x T) (A+B) x K and the number of non - exercised Warrants shall be multiplied by the factor: og antallet af endnu ikke udnyttede War - rants ganges med faktoren: 1 1 where: hvor: A = nominal share capital before the change in capital A = den nominelle aktiekapital før ændringen i kapitalen B = nominal change in the share capital B = den nominelle ændring i aktie - kapitalen K = market price / closing price of the share on the day prior to the announcement of the change in the share capital, and K = aktiens markedskurs / lukkekurs dagen forinden annoncering af ændringen i aktiekapitalen, og T = subscription price/reduction price in relation to the change in the share capital T = tegningskurs/nedsættelseskurs ved ændringen i aktiekapitalen If the adjusted number of shares does not amount to whole numbers, each number shall be rounded down to the nearest whole number . Irrespective of the above no reg - ulation shall take place to the extent that the Company carries out directed issu - ances of securities on market terms irre - spective of whether shares in connection therewith are subscribed below the listed price . Hvis det det justerede antal aktier ikke er et helt tal, skal der afrundes nedad til det nær - meste hele tal . Der skal uanset ovenstående ikke ske regulering af Warrants, såfremt Sel - skabet gennemfører rettede emissioner på markedsvilkår uanset at der i den forbin - delse sker tegning til under den noterede kurs .
5.5 Changes in the nominal value of each individual share: Ændringer i den enkelte akties påly - dende værdi: If it is decided to change the nominal value of the shares, Warrants shall be adjusted as follows : Hvis det besluttes at ændre aktiernes påly - dende værdi, skal Warrants justeres såle - des : The Exercise Price for each non - exercised Warrant shall be multiplied by the factor: Udnyttelsesprisen på enhver endnu ikke ud - nyttet Warrant ganges med faktoren: = A B = A B and the number of non - exercised Warrants shall be multiplied by the factor: og antallet af endnu ikke udnyttede warrants ganges med faktoren: 1 1 where: hvor: A = nominal value of each share af - ter the change, and A = den enkelte akties nominelle værdi efter ændringen, og B = nominal value of each share before the change. B = den enkelte akties nominelle værdi før ændringen. If the adjusted number of shares does not amount to a whole number, the number shall be rounded down to the nearest whole number . Hvis det justerede antal aktier ikke er et helt tal, skal der afrundes nedad til det nærme - ste hele tal . Payment of dividend: Udbetaling af udbytte: If it is decided to pay dividends, the part of the dividends exceeding 10 per cent of the equity capital shall lead to adjustment of the Exercise Price according to the follow - ing formula : Hvis det besluttes at udbetale udbytte, skal den del af udbyttet, der overstiger 10 % af egenkapitalen, medføre en justering af ud - nyttelsesprisen efter denne formel : 5.6
E2 = E1 - U – Umax A E2 = E1 - U – Umax A where: hvor: E2 = the adjusted Exercise Price E2 = den justerede Udnyttelsespris E1 = the original Exercise Price E1 = den oprindelige Udnyttelsespris U = dividends paid out U = det udbetalte udbytte Umax= 10 per cent of the equity capi - tal, and Umax= 10 % af egenkapitalen, og A = total number of shares in the Company. A = det samlede antal aktier i Sel - skabet. The equity capital which shall form the ba - sis of the abovementioned adjustment, is the equity capital stipulated in the Annual Report to be adopted at the General Meet - ing where dividends shall be approved be - fore allocation but adjusted to market price . If the Company is listed, then the market price shall be the listed price of the shares at the time of the decision to pay dividends . If the Company is unlisted then the market price shall be determined by the latest investment round in the Com - pany, in which one or more investors have subscribed shares . Den egenkapital, der skal lægges til grund ved ovenstående justering, er egenkapitalen anført i den årsrapport som godkendes af generalforsamlingen hvor udbytte besluttes, men justeret til markedsværdi . Hvis Selska - bet er børsnoteret, fastsættes markedsvær - dien til aktiernes noterede pris på tidspunk - tet for beslutningen om at udbetale udbytte . Hvis Selskabet er unoteret, fastsættes mar - kedsværdien fra seneste kapitalrunde i Sel - skabet hvor en eller flere investorer har teg - net aktier . Other changes in the Company’s capi - tal position: Andre ændringer i Selskabets kapital - forhold: In the event of other changes in the Com - pany’s capital position causing changes to the value of Warrants, Warrants shall Hvis der sker andre ændringer i Selskabets kapitalforhold, der medfører en ændring i Warrants værdi, skal (medmindre andet er 5.7
(unless otherwise indicated above) be ad - justed in order to ensure that the changes do not influence the financial value of the Warrants . angivet ovenfor) Warrants justeres, således at ændringen ikke påvirker Warrants økono - miske værdi. The calculation method to be applied to the adjustment shall be decided by an external independent advisor appointed by the Board of Directors . Den beregningsmetode, der skal anvendes ved justeringen, fastsættes af en af besty - relsen valgt ekstern uafhængig rådgiver . Liquidation or Winding - up: Likvidation: Should the Company be liquidated the Warrantholder may exercise his/her War - rants in an extraordinary exercise period immediately preceding the relevant trans - action . Hvis Selskabet bliver likvideret, kan War - rantindehaveren udnytte Warrants i en eks - traordinær udnyttelsesperiode umiddelbart før den pågældende transaktion finder sted . Merger and demerger: Fusion og spaltning: If the Company merges as the continuing company, Warrants shall remain unaf - fected unless, in connection with the mer - ger, the capital is increased at a price other than the market price and in that case War - rants shall be adjusted in accordance with the above . Hvis Selskabet indgår i en fusion som det fortsættende selskab, bliver Warrants ikke påvirket, medmindre der i forbindelse med fusionen sker en kapitalforhøjelse til en an - den kurs end markedskursen, idet Warrants i så fald justeres i henhold til ovenstående . If the Company merges as the terminating company or is demerged, the continuing company may choose one of the following possibilities : Hvis Selskabet fusionerer som det ophø - rende selskab eller bliver spaltet, kan det fortsættende selskab vælge én af disse mu - ligheder : - (a) The Warrantholder may exercise all non - exercised Warrants that are not declared null and void (inclusive of Warrants not yet vested) immedi - ately before the merger/demerger, or (b) new share instruments in the - (a) Warrantindehaveren kan umiddel - bart inden fusionen/spaltningen ud - nytte alle ikke udnyttede Warrants, der ikke er bortfaldet (inklusive War - rants der endnu ikke er optjent), eller (b) Warrants bliver erstattet af nye 5.8 5.9
aktie/aktieinstrumenter i de(t) fort - sættende selskab(er) af tilsvarende økonomisk værdi før skat . Ved spalt - ning kan de fortsættende selskaber selv bestemme, i hvilke(t) selskab(er) Warrantindehaverne skal modtage de nye aktier/aktieinstrumenter . continuing company/companies of a corresponding financial pre - tax value shall replace the Warrants . Upon de - merger, the continuing companies may decide in which company/com - panies the Warrantholders shall re - ceive the new shares or share instru - ments . 5.10 Salg og aktieombytning: Sale and exchange of shares: Hvis mere end 50 % af aktiekapitalen i Sel - skabet bliver solgt (ikke tegnet eller ud - stedt) eller indgår i en aktieombytning, If more than 50 per cent of the share cap - ital in the Company is sold (not subscribed or issued) or is part of a share swap, - kan Warrantindehaveren umiddelbart inden salget/aktieombytningen ud - nytte alle ikke - udnyttede Warrants, der ikke er bortfaldet . Såfremt det er - hvervende selskab tilbyder aktiein - strumenter i det erhvervende selskab af tilsvarende økonomisk værdi før skat kan Warrantindehaveren vælge i stedet at modtage sådanne aktiein - strumenter . - the Warrantholder may exercise all non - exercised Warrants that are not declared null and void immediately before the sale/swap of shares . In the event that the acquiring company offers share instruments of a corre - sponding pre - tax value the Warran - tholder may elect instead to replace the issued Warrants with such share instrument . 5.11 Fælles bestemmelser vedrørende 5.8 - 5.10 : Common provisions regarding 5.8 - 5.10 : Selskabet er forpligtet til at give Warrantin - dehaveren skriftlig meddelelse, hvis en af de ovenfor nævnte transaktioner finder sted . Når Warrantindehaveren har modtaget den skriftlige meddelelse, har Warrantindehave - ren – i de tilfælde, hvor Warrantindehaveren ekstraordinært kan udnytte Warrants, jf . 5 . 8 - 5 . 10 – 2 uger til skriftligt at informere Selskabet om, hvorvidt Warrantindehaveren vil gøre brug af tilbuddet . Hvis If one of the transactions mentioned above is made, the Company shall inform the Warrantholder hereof by written notice . Upon receipt of the written notice, the War - rantholder shall – in cases where the War - rantholder may extraordinarily exercise Warrants, see 5 . 8 - 5 . 10 – inform the Com - pany in writing whether the Warrantholder will make use of the offer . If the Warrant - holder has not answered the Company in
writing within 2 weeks or fails to pay within the fixed time, Warrants shall become null and void without further notice or compen - sation . The Exercise Price cannot go below the nominal value of the shares . Warrantindehaveren ikke har givet Selska - bet skriftligt svar inden 2 - uger eller undlader at betale inden for den betalingsfrist, der er fastsat, bortfalder Warrants uden yderligere varsel og uden kompensation . Udnyttelses - prisen kan ikke komme under aktiernes no - minelle værdi . The Warrantholder’s rights in connection with decisions made by any competent company body, see clause 5 . 10 - 5 . 12 , shall be contingent on subsequent registration of the relevant decision with the Danish Business Authority provided that registra - tion is a condition of its validity . Warrantindehaverens rettigheder i anled - ning af en beslutning truffet af et kompetent organ i selskabet, jf . 5 . 10 - 5 . 12 , er betinget af, at den relevante beslutning efterfølgende registreres i Erhvervsstyrelsen, hvis regi - strering er en gyldighedsbetingelse . SUBSCRIPTION FOR NEW SHARES BY EXERCISE OF WARRANTS TEGNING AF NYE AKTIER VED UD - NYTTELSE AF WARRANTS 6. Subscription for new shares by exercise of granted warrants must be made through submission by the Warrant - holder no later than the last day of the Exercise Period at 16 : 00 CET to the Company of an exercise notice drafted by the Company . The exercise notice shall be filled in with all information . The Company must have received the exer - cise price for the new shares, payable as a cash contribution on an account spec - ified by the Company, by the last day of the Warrant Exercise period . Tegning af nye aktier ved udnyttelse af tildelte warrants finder sted ved, at War - rantindehaveren afleverer en af Selska - bet udarbejdet udnyttelsesmeddelelse til Selskabet senest kl . 16 : 00 CET den sidste dag i Udnyttelsesperioden . Udnyttelses - meddelelsen skal være udfyldt med alle informationer . Udnyttelsesprisen for de nye aktier, der skal betales ved et kon - tant indskud, skal være modtaget af Sel - skabet på en af Selskabet angivet konto se - nest på den sidste dag i Udnyttelsesperi - oden . If the limitation period set forth in clause 6 . 1 expires as a result of the Company not having received the filled - in Warrant Exer - cise Notice or the payment by 16 : 00 of the last day of the Warrant Exercise Period, the subscription shall be deemed invalid, and Hvis den i punkt . 6 . 1 angivne frist overskri - des, enten således at Udnyttelsesmeddelel - sen i udfyldt stand eller betalingen ikke er Selskabet i hænde inden kl . 16 på den sidste dag i Udnyttelsesperioden, anses tegningen for ugyldig, og Warrantindehaveren kan i
in this situation the Warrantholder shall not be considered as having exercised his/her/its Warrants. denne situation ikke anses for herved at have udnyttet sine warrants. Warrants not exercised by the Warran - tholder prior to the last day in the Warrant Exercise Period shall become null and void without further notice and without com - pensation . De warrants, som Warrantindehaveren ikke har udnyttet i den sidste dag i Udnyttelses - perioden, bortfalder uden yderligere varsel og uden kompensation . THE RIGHTS OF NEW ORDINARY SHARES DE NYE ORDINÆRE AKTIERS RET - TIGHEDER 7. In addition to the terms and conditions set forth above, the increase of the share cap - ital relating to the Warrants granted shall be subject to the following terms and con - ditions : Udover de ovenfor anførte vilkår for den til de udstedte Warrants hørende kapitalforhø - jelse gælder følgende vilkår : - The new shares will be divided into shares of nominally DKK 1 or multi - ples hereof ; - De nye aktier udstedes i aktier à DKK 1 eller multipla heraf, - The new shares will carry dividend rights for the financial year in which subscription takes place on equal terms with the existing shares as well as other rights in the company as from the day of subscription of the shares ; - De nye aktier skal give ret til udbytte i selskabet for det løbende regnskabsår, hvori aktierne tegnes, på lige fod med de eksisterende aktier og andre ret - tigheder i selskabet fra og med datoen for tegningen af aktierne, - The new shares shall belong to the same share class as the existing shares in the company ; - De nye aktier skal tilhøre samme ak - tieklasse, som de eksisterende aktier i selskabet, - The capital increase shall be made without any pre - emption rights for the existing shareholders, given that - Kapitalforhøjelsen sker uden forteg - ningsret for de eksisterende aktionæ - rer, idet tegningen sker på baggrund
the subscription is based on Warrants issued to the Warrantholder; af Warrants udstedt til Warrantindeha - veren, - The pre - emption rights attached to the new shares shall not be subject to any restrictions in the event of fu - ture capital increases ; - Der skal ikke gælde indskrænkninger i den til de nye aktiers knyttede forteg - ningsret ved fremtidige kapitalforhø - jelser, - The deadline for subscription of the new shares shall be calculated pursu - ant to the provisions set forth above ; - Fristen for tegning af de nye aktier be - regnes på baggrund af bestemmel - serne ovenfor, - The full subscription amount for the number of shares which are to be subscribed, shall be paid in cash no later than on the day of subscription of the shares in question ; and - Det fulde beløb til tegning af det antal aktier, som ønskes tegnet, skal indbe - tales kontant og senest samtidig med tegningen af de pågældende aktier, og - The new shares shall be made out in the name of the holder, be recorded in the company’s register of share - holders and be non - negotiable in - struments . - De nye aktier skal lyde på navn, note - res i selskabets ejerbog og være ikke - omsætningspapirer . The Company shall pay all costs connected with granting of Warrants and later exer - cise thereof . The Company’s costs in con - nection with issue of Warrants and the re - lated capital increase are estimated to DKK 10 , 000 . Selskabet afholder omkostninger i forbin - delse med udstedelsen af Warrants og se - nere udnyttelse heraf . Selskabets omkost - ninger forbundet med udstedelsen af War - rants og den hertil hørende kapitalforhøjelse anslås til DKK 10 . 000 . TAX CONSEQUENCES SKATTEMÆSSIGE KONSEKVENSER 8. The tax implications connected to the War - rantholder’s subscription for, or exercise of Warrants shall be of no concern to the Company . De skattemæssige konsekvenser forbundet med Warrantindehaverens tegning eller ud - nyttelse af Warrants er Selskabet uvedkom - mende .
LAW AND VENUE LOVVALG OG V
ÆRNETING 9. Acceptance of Warrants, the terms and conditions thereto and the exercise, and terms and conditions for future subscrip - tion for shares in the Company shall be governed by Danish law . Tegningen af Warrants, vilkårene herfor og udnyttelsen, og vilkårene for senere tegning af aktier i Selskabet skal reguleres af dansk ret . Any disagreement between the Warrant - holder and the Company in relation to the understanding or implementation of the warrant scheme shall be settled amicably by negotiation between the parties . Hvis der måtte opstå en tvist mellem War - rantindehaveren og Selskabet i relation til forståelsen eller gennemførelsen af warrant - programmet, skal denne søges bilagt i min - delighed ved en forhandling mellem par - terne . If the parties fail to reach consensus, any disputes shall be settled by the ordinary Danish courts . Hvis parterne ikke kan opnå enighed, skal eventuelle tvister afgøres ved de almindelige danske domstole .