SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this Agreement ), dated as of

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this Agreement ), dated as of December 18, 2018, is between Immutep Limited, of

Level 12, 95 Pitt Street, Sydney 2000, New South Wales, Australia, an Australian public company incorporated under the laws of the Commonwealth of Australia (the Company ), and each purchaser identified on the signature pages

hereto (each, including its successors and assigns, a Purchaser and, collectively, the Purchasers ).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to (i) an effective registration statement under

the Securities Act of 1933, as amended (the Securities Act ) as to the Shares and (ii) an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or

Regulation D thereunder as to the Warrants, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable

consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:

Acquiring Person shall have the meaning ascribed to such term in Section 4.5.

Action shall have the meaning ascribed to such term in Section 3.1(p).

ADRs means American Depositary Receipts issued by the Depositary evidencing the ADSs.

ADSs means American Depositary Shares, each representing one hundred Ordinary Shares of the Company.

ADS Registration Statement means the effective registration statement with Commission file No. 333-180538 which registers the ADSs that will be sold to the Purchasers.

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.

Aggregate Volume shall have the meaning ascribed to such term in Section 4.21.

ASIC shall mean Australian Securities and Investments Commission.

ASX shall mean the Australian Securities Exchange.

ASX Filing shall have the meaning ascribed to such term in Section 2.1(b).

ASX Listing Rules shall mean the listing rules promulgated by the ASX.

ASX Volume shall have the meaning ascribed to such term in Section 4.21.

ATGA shall mean Australian Therapeutics Goods Administration.

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 holiday in the

United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

Cleansing Statement means a statement meeting the requirements of section 708A(6) of the Corporations Act.

Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

Closing Date means the Trading Day on which all of the Transaction Documents have been executed and

delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Company s obligations to deliver the Securities, in each case, have been

satisfied or waived, but in no event later than the second (2nd) Trading Day following the date hereof.

Closing Statement means the Closing Statement in the form on Annex A attached hereto.

Commission means the United States Securities and Exchange Commission.

Company Counsel means Baker McKenzie, U.S. and Australian counsel to the Company, with offices located at

Tower One International Towers Sydney, Level 46, 100 Barangaroo Avenue, Sydney, NSW 2000.

Corporations Act means the Australian Corporations Act 2001 (Cth.) (as amended).

DEA shall mean the Drug Enforcement Administration.

Deposit Agreement means that certain deposit agreement, dated April 16, 2012, among the Company, The

Bank of New York Mellon, as depositary, and owners and beneficial owners of the ADSs issued thereunder.

Depositary means The Bank of New York Mellon, the current

depositary of the Company, with a mailing address of 240 Greenwich Street, New York, New York 10286, and any successor depositary of the Company.

Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith.

EGS means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New

York, New York 10105-0302.

EMA shall mean the Medicines Agency.

Evaluation Date shall have the meaning ascribed to such term in Section 3.1(bb).

Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations

promulgated thereunder.

Exchange Rules shall mean the listing rules of the ASX and the Nasdaq Stock

Exempt Issuance means the issuance of (a) Ordinary Shares or options to employees,

officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a

committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder

and/or other securities exercisable or exchangeable for or convertible into Ordinary Shares issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the

number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, (c) securities issued

pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities carry no registration rights that require or permit the filing of any registration statement in

connection therewith during the prohibition period in Section 4.12(a) herein and such securities are subject to a written lock-up agreement with the Company for such prohibition period, and provided that

any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall

provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is

investing in securities, and (d) with respect to Section 4.11 only, securities issued pursuant to any pro rata offer of ADSs or Ordinary Shares to all or substantially all of the existing shareholders of the Company.

FCPA means the Foreign Corrupt Practices Act of 1977, as

FDA shall mean the U.S. Food and Drug Administration.

IFRS shall mean the International Financial Reporting Standards as issued by the International Accounting

Indebtedness shall have the meaning ascribed to such term in Section 3.1(kk).

Legend Removal Date shall have the meaning ascribed to such term in Section 4.1(c).

Liens means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right

or other restriction.

Lock-Up Agreements shall mean the lock-up agreements delivered on the date hereof by the Company s Chief Executive Officer and Chief Scientific Officer and each of the Company s directors, in the form of Exhibit D attached hereto.

Major Purchaser means the Purchaser with a Subscription Amount of at least $5,000,000 at the Closing.

Material Adverse Effect means (i) a material adverse effect on the legality, validity or enforceability of any

Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole or (iii) a material adverse effect on the

Company s ability to perform in any material respect on a timely basis its obligations under any Transaction Document, but shall not mean or include any condition, event or change which (1) is or results from events or occurrences relating

to the economy in general (including arising from terrorist attacks, acts of war or civil unrest) or the Company s or its Subsidiaries industry in general and not specifically relating to the Company or any of its Subsidiaries or having a

disproportionate impact on the Company or its Subsidiaries, or (2) results from the announcement of this Agreement or the transactions contemplated hereby or by the other Transaction Documents.

Material Permits shall have the meaning ascribed to such term in Section 3.1(v).

MHRA shall mean the Medicines and Healthcare Products Regulatory Agency.

Ordinary Shares means the fully paid ordinary shares of the Company and any other class of securities into

which such securities may hereafter be reclassified or changed.

Ordinary Share Equivalents means any

securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time

convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.

Participation Maximum shall have the meaning ascribed to

such term in Section 4.11(a).

PFIC shall mean a Passive Foreign Investment Company within the

meaning of Section 1297(a) of the United States Internal Revenue Code of 1986, as amended.

Price equals $2.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Ordinary Shares that occur after the date of this Agreement.

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.

Pre-Notice shall have the meaning ascribed to such term in

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.

Prospectus means the final prospectus filed for the Registration Statement, including documents incorporated

by reference therein.

Prospectus Supplement means the supplement to the Prospectus complying with Rule

424(b) of the Securities Act that is filed with the Commission and delivered by the Company to each Purchaser at the Closing.

Purchaser Party shall have the meaning ascribed to such term in Section 4.8.

Registration Rights Agreement means the Registration Rights Agreement, dated the date hereof, between the

Company and the Purchasers, in the form of Exhibit C attached hereto.

Registration Statement

means the effective registration statement with Commission file No. 333-211702 which registers the sale of the Shares to the Purchasers, including documents incorporated by reference therein.