STRICTLY CONFIDENTIAL

Exhibit 10.3

July 22, 2020

STRICTLY CONFIDENTIAL

Immuron Limited

Xxxxx 0, 00 Xxxxx Xxxxxx

Xxxxxxx Xxxxx, Xxxxxxxx 0000

Xxxxxxxxx

Attn: Xxxxx Xxxxxxxx, Ph.D., Chief Executive Officer

Dear Xx. Xxxxxxxx:

Reference is made to the engagement letter (the “Engagement Letter”), dated as of July 20, 2020, by and between Immuron Limited (the “Company”) and X.X. Xxxxxxxxxx & Co., LLC (“Xxxxxxxxxx”), pursuant to which Xxxxxxxxxx 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.

Solely in connection with the Company’s registered direct offering of its equity securities pursuant to a registration statement on Form F-3 (File No. 333-230762) and a prospectus supplement dated as of July 21, 2020, the Company and Xxxxxxxxxx hereby agree to remove in its entirety the management fee included in clasue (a) of Section A.3 of the Engagement Letter and revise the expenses included in clause (b) of Section A.3 of the Engagement Letter to $25,000 non-accountable expenses.

The Company and Xxxxxxxxxx hereby agree to add the following to the end of the last sentence of Section A.5 of the Engagement Letter:

“; provided however that this Section A.5 shall not apply solely in connection with the Company’s registered direct offering of its equity securities pursuant to a registration statement on Form F-3 (File No. 333-230762) and a prospectus supplement dated as of July 21, 2020.”

The Company and Xxxxxxxxxx hereby agree to amend and restate the first sentence of Section B of the Engagement Letter as follows:

“B. Term and Termination of Engagement; Exclusivity. The term of Xxxxxxxxxx'x exclusive engagement will begin on the date hereof and end sixteen and one-half (16.5) months thereafter (the “Term”) unless earlier terminated for Cause.”

Except as expressly set forth above, all of the terms and conditions of the Engagement Letter shall continue in full force and effect after the execution of this agreement and shall not be in any way changed, modified or superseded except as provided by the terms set forth herein.

000 Xxxx Xxxxxx x Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx

Member: FINRA/SIPC 

This agreement may be executed in two or more counterparts and by facsimile or “.pdf” signature or otherwise, and each of such counterparts shall be deemed an original and all of such counterparts together shall constitute one and the same agreement.

2

IN WITNESS WHEREOF, this agreement is executed as of the date first set forth above.

			Very truly yours,
			X.X. XXXXXXXXXX & CO., LLC
			By:	/s/ Xxxxxx X. Xxxxxxx
				Name: Xxxxxx X. Xxxxxxx
				Title: Chief Operating Officer
Accepted and Agreed:
Immuron Limited
By:	/s/ Xxxxx Xxxxxxxx
	Name: Xx. Xxxxx Xxxxxxxx
	Title: Chief Executive Officer

[IMRN EA Amendment Signature Page]

3