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”).
STRICTLY CONFIDENTIAL Immuron Limited Level 3, 62 Lygon Street Carlton South, Victoria 3053 Australia Attn: Jerry Kanellos, Ph.D., Chief Executive OfficerExclusive Agency 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 LIMITEDPlacement Agent Warrant • July 23rd, 2020 • Immuron LTD • 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 &
STRICTLY CONFIDENTIALEngagement Letter • July 23rd, 2020 • Immuron LTD • 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.
