IMMURON LIMITED (ABN 80 063 114 045) AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Amended and Restated Deposit Agreement Dated as of June 8, 2017 AMENDED AND RESTATED DEPOSIT AGREEMENTDeposit Agreement • June 14th, 2017 • Immuron LTD • Pharmaceutical preparations • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of June 8, 2017, among IMMURON LIMITED, incorporated under the laws of the Commonwealth of Australia (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders from time to time of American Depositary Shares issued hereunder.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 23rd, 2020 • Immuron LTD • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 21, 2020, between Immuron Limited, an Australian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
UNDERWRITING AGREEMENT betweenUnderwriting Agreement • July 19th, 2019 • Immuron LTD • Pharmaceutical preparations
As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 22nd Floor New York, New York 10004
STRICTLY CONFIDENTIAL Immuron Limited Level 3, 62 Lygon Street Carlton South, Victoria 3053 Australia Attn: Jerry Kanellos, Ph.D., Chief Executive OfficerLetter Agreement • July 23rd, 2020 • Immuron LTD • Pharmaceutical preparations • New York
This letter agreement (this “Agreement”) constitutes the agreement between Immuron Limited (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), that Wainwright shall serve as the exclusive agent, advisor or underwriter in any offering (each, an “Offering”) of securities of the Company (the “Securities”) during the Term (as hereinafter defined) of this Agreement. The terms of each Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothing herein implies that Wainwright would have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation to issue any Securities. It is understood that Wainwright’s assistance in an Offering will be subject to the satisfactory completion of such investigation and inquiry into the affairs of the Company as Wainwright deems appropriate under the circumstances and to the receipt of all internal approvals of Wainwright in conne
PLACEMENT AGENT WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES IMMURON LIMITEDImmuron LTD • July 23rd, 2020 • Pharmaceutical preparations
THIS PLACEMENT AGENT WARRANT TO PURCHASE 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 July 23, 2020 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 21, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Immuron Limited, an Australian corporation (the “Company”), up to [ ] Ordinary Shares (the “Warrant Shares”) represented by [ ] American Depositary Shares (“ADSs”), as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain engagement letter, dated as of July 20, 2020, as amended, by and between the Company and H.C. Wainwright &
UNDERWRITING AGREEMENT betweenUnderwriting Agreement • May 24th, 2019 • Immuron LTD • Pharmaceutical preparations
As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 22nd Floor New York, New York 10004
WARRANT AGENT AGREEMENTWarrant Agent Agreement • June 14th, 2017 • Immuron LTD • Pharmaceutical preparations • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of June 14, 2017 (the “Issuance Date”) between Immuron Limited, a company incorporated under the laws of the Commonwealth of Australia (the “Company”), and The Bank of New York Mellon (the “Warrant Agent”).
CONFIDENTIAL DEVELOPMENT AND SUPPLY AGREEMENTDevelopment and Supply Agreement • May 8th, 2017 • Immuron LTD • Pharmaceutical preparations • Victoria
Immuron Ltd,. an Australian corporation having its principal place of business located at 39 Leveson Street, North Melbourne. Victoria 3051, Australia (Immuron); and
DISTRIBUTION AND LICENSE AGREEMENTDistribution and License Agreement • May 8th, 2017 • Immuron LTD • Pharmaceutical preparations • Delaware
and all patents that derive priority from the same priority document and all other patents and patent applications in the same patent family, including all corresponding national phase filing, divisional application and continuations.
AND THOMAS HENRI ANDRE LIQUARD EXECUTIVE SERVICE AGREEMENT INDEXService Agreement • April 10th, 2017 • Immuron LTD • Pharmaceutical preparations • Victoria
EXECUTIVE SERVICE AGREEMENTImmuron • April 10th, 2017 • Immuron LTD • Pharmaceutical preparations • Victoria
Convertible Security and Share Purchase AgreementImmuron LTD • April 10th, 2017 • Pharmaceutical preparations • Victoria
MARKETING AND MASTER DISTRIBUTION AGREEMENTMaster Distribution Agreement • February 9th, 2017 • Immuron LTD • Pharmaceutical preparations
THIS MARKETING AND MASTER DISTRIBUTION AGREEMENT (“Agreement”) made and entered as of this 28 day of June, 2016 (the “Effective Date”), by and between Immuron Limited, a Delaware incorporated organization with a U.S. office address at 1775 Pennsylvania Avenue NW Washington DC 20006 corporation (the “Company”) and UniFirst-First Aid Corporation d/b/a MEDIQUE PRODUCTS, a Maryland corporation (“Distributor”) having an address at 4159 Shoreline Drive, St. Louis, MO 63045.
LEASEImmuron LTD • February 9th, 2017 • Pharmaceutical preparations • Victoria
THIS AND THE FOLLOWING PAGES FORM THE LEASE BETWEEN WATTLE LABORATORIES PTY LTD ATF THE ADVANCED CULTURE SYSTEMS UNIT TRUST ABN 12 234 517 721 AND IMMURON LTD ABN 80 063 114 045
ContractImmuron LTD • February 9th, 2017 • Pharmaceutical preparations
LEASEImmuron LTD • October 28th, 2019 • Pharmaceutical preparations
THIS AND THE FOLLOWING PAGES FORM THE LEASE BETWEEN WATTLE LABORATORIES PTY LTD ATF THE ADVANCED CULTURE SYSTEMS UNIT TRUST ABN 12 234 517 721 AND IMMURON LTD ABN 80 063 114 045
MARKETING AND MASTER DISTRIBUTION AGREEMENTMaster Distribution Agreement • May 8th, 2017 • Immuron LTD • Pharmaceutical preparations
THIS MARKETING AND MASTER DISTRIBUTION AGREEMENT (“Agreement”) made and entered as of this 28 day of June, 2016 (the “Effective Date”), by and between Immuron Limited, a Delaware incorporated organization with a U.S. office address at 1775 Pennsylvania Avenue NW Washington DC 20006 corporation (the “Company”) and UniFirst-First Aid Corporation d/b/a MEDIQUE PRODUCTS, a Maryland corporation (“Distributor”) having an address at 4159 Shoreline Drive, St. Louis, MO 63045.
STRICTLY CONFIDENTIALImmuron LTD • July 23rd, 2020 • Pharmaceutical preparations
Reference is made to the engagement letter (the “Engagement Letter”), dated as of July 20, 2020, by and between Immuron Limited (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which Wainwright shall serve as the exclusive agent in any offering of securities of the Company during the “Term” (as defined in the Engagement Letter). Defined terms used herein but not defined herein shall have the meanings given to such terms in the Engagement Letter.
CONSULTANCY AGREEMENTConsultancy Agreement • December 21st, 2016 • Immuron LTD • Victoria
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 28th, 2019 • Immuron LTD • Pharmaceutical preparations • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated as of February 11, 2019 is made and entered into by and between Immuron Limited, a company incorporated under the laws of Australia (the “Company”), and Gary Jacob an individual (the “Executive”).
LEASE PREMISES: Units 4 &10Lease • September 9th, 2022 • Immuron LTD • Pharmaceutical preparations
THISANDTHEFOLLOWINGPAGESFORMTHELEASEBETWEENWATTLELABORATORIESPTY LTD ATF THE ADVANCED CULTURE SYSTEMS UNIT TRUST ABN 12 234 517 721 AND IMMURON LTD ABN 80 063 114 045
LEASELease • February 9th, 2017 • Immuron LTD • Pharmaceutical preparations • Victoria
THIS AND THE FOLLOWING PAGES FORM THE LEASE BETWEEN WATTLE LABORATORIES PTY LTD ATF THE ADVANCED CULTURE SYSTEMS UNIT TRUST ABN 12 234 517 721 AND IMMURON LTD ABN 80 063 114 045
ContractImmuron LTD • May 8th, 2017 • Pharmaceutical preparations
R&D Tax Incentive Prepayment Loan Facility Agreement Lender: Grandlodge Capital Pty Ltd Borrower: Immuron Limited Security Provider: Immuron LimitedAgreement • May 24th, 2017 • Immuron LTD • Pharmaceutical preparations • Victoria
Executive employment agreementEmployment Agreement • September 28th, 2023 • Immuron LTD • Pharmaceutical preparations • Victoria
