Exhibit 4.4


 


WARRANT AGENT AGREEMENT


 


WARRANT AGENT AGREEMENT (this “Warrant
Agreement”) dated as of ______________, 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”).


 


WHEREAS, pursuant to the terms of that certain
Underwriting Agreement (“Underwriting Agreement”), dated ___________________, 2017, between the Company and
Joseph Gunnar & Co. LLC (“Gunnar”), as representative of the underwriters set forth therein, the Company is engaged
in a public offering (the “Offering”) of up to ________________ American Depositary Shares (“ADSs”),
each ADS representing forty (40) ordinary shares of the Company, no par value per share (“Ordinary Shares”),
and up to ___________ Warrants (the “Warrants”), with each such Warrant representing the right of the holder
thereof to purchase one ADS (each, a “Warrant ADS”) for US$_____________ per ADS, subject to adjustment as described
herein, plus applicable fees, charges and taxes;


 


WHEREAS, the ADSs are issuable under the Amended
and Restated Deposit Agreement dated as of May_________, 2017 (the “Deposit Agreement”) among the Company, The
Bank of New York Mellon, as depositary (the “Depositary”), and all Owners and Holders (each as defined in the
Deposit Agreement) from time to time of the ADSs issued thereunder;


 


WHEREAS, the Company has filed with the Securities
and Exchange Commission (the “Commission”) a Registration Statement, No. 333-215204, on Form F-1 (as the same
may be amended from time to time, the “Registration Statement”) for the registration, under the Securities Act
of 1933, as amended (the “Securities Act”), of, among other securities, the Warrants and the Ordinary Shares
underlying the Warrant ADSs issuable upon exercise of the Warrants (the “Warrant Shares”), and such Registration
Statement was declared effective on ______________, 2017;


 


WHEREAS, the Company desires the Warrant Agent
to act on behalf of the Company, and the Warrant Agent is willing to so act, in accordance with the terms set forth in this Warrant
Agreement in connection with the issuance, registration, registration of transfer and exercise of the Warrants;


 


WHEREAS, the Company desires to provide for
the provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation
of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and things have been done
and performed which are necessary to make the Warrants the valid, binding and legal obligations of the Company, and to authorize
the execution and delivery of this Warrant Agreement.


 


NOW, THEREFORE, in consideration of the mutual
agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of Warrant Agent. The
Company hereby appoints the Warrant Agent to act as agent for the Company with respect to the Warrants, and the Warrant Agent hereby
accepts such appointment and agrees to perform the same in accordance with the express terms and conditions set forth in this Warrant
Agreement (and no implied terms or conditions).


 


2. Warrants.


 


2.1 Form of Warrants. The Warrants shall
be registered securities and initially shall be evidenced by a global certificate (“Global Certificate”) in
the form of Annex A to this Warrant Agreement, which shall be deposited on behalf of the Company with a custodian for The
Depository Trust Company (“DTC”) and registered in the name of Cede & Co., a nominee of DTC. If DTC subsequently
ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary
to have the Warrants available in, book-entry form, the Company may instruct the Warrant Agent to provide written instructions
to DTC to deliver to the Warrant Agent for cancellation the Global Certificate, and the Company shall instruct the Warrant Agent
to deliver to DTC separate certificates evidencing Warrants (“Definitive Certificates” and, together with the
Global Certificate, “Warrant Certificates”) registered as requested through the DTC system.


 




     


     


    

 


2.1.1. Exchange of Interest in Global Certificate
for Definitive Certificate. Notwithstanding Section 2.1 above, a holder of a security entitlement in Warrants evidenced by
the Global Certificate has the right to elect at any time to exchange it for a Definitive Certificate evidencing the same number
of Warrants. Upon written notice by a Participant having Warrants credited to its DTC account for the exchange of some or all that
entitlement for a Definitive Certificate evidencing the same number of Warrants, which request shall be in the form attached hereto
as Annex D (a “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate
Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the exchange made pursuant to
the Warrant Certificate Request Notice, a “Warrant Exchange”), and upon surrender by that Participant of the
Warrants to be exchanged to the Warrant Agent through DTC’s system, the Warrant Agent shall, without unreasonable delay,
effect the Warrant Exchange by issuing and delivering a Warrant Certificate for such number of Warrants in the name and mailed
to the address set forth in the Warrant Certificate Request Notice. Such Warrant Certificate shall be dated the original issue
date of the Warrants, shall be executed by the manual or facsimile signature of an authorized officer of the Company and shall
be in the form attached hereto as Exhibit A In connection with a Warrant Exchange, the Company agrees to deliver, or to
direct the Warrant Agent to deliver, the Warrant Certificate to the specified Holder within five (5) Business Days of the Warrant
Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (the “Warrant
Certificate Delivery Date”).


 


2.2. Issuance and Registration of Warrants.


 


2.2.1. Warrant Register. The Warrant
Agent shall maintain books (“Warrant Register”) for the registration of original issuance and the registration
of transfer of the Warrants.


 


2.2.2. Issuance of Warrants. Upon the
initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificate and deliver the Warrants in the DTC book-entry
settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of security
entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained
(i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”).


 


2.2.3. Holders of Warrants. The term
"holder of a security entitlement" shall mean any person whose ownership in the Warrants evidenced by the Global
Certificate is recorded in the records maintained by DTC or its nominee or in the records of the Participants. Prior to due presentment
for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name that
Warrant shall be registered on the Warrant Register (the “Holder”) as the absolute owner of such Warrant for
purposes of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by
any notice to the contrary. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent
of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by
DTC governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of holders of a security
entitlement in a Warrant evidenced by the Global Certificate shall be exercised by the Holder or a Participant through the DTC
system, except to the extent set forth herein or in the Global Certificate.


 


2.2.4. Execution. The Warrant Certificates
shall be executed on behalf of the Company by any authorized officer of the Company (an “Authorized Officer”),
which need not be the same authorized signatory for all of the Warrant Certificates, either manually or by facsimile signature.
The Warrant Certificates shall be countersigned by an authorized signatory of the Warrant Agent, which need not be the same signatory
for all of the Warrant Certificates, and no Warrant Certificate shall be valid for any purpose unless so countersigned. In case
any Authorized Officer of the Company that signed any of the Warrant Certificates ceases to be an Authorized Officer of the Company
before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless,
may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed
such Warrant Certificates had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf
of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be an Authorized Officer
of the Company authorized to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any
such person was not such an Authorized Officer.


 




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2.2.5. Registration of Transfer. At
any time at or prior to the Expiration Date (as defined below), a transfer of any Warrants may be registered and any Warrant Certificate
or Warrant Certificates may be split up, combined or exchanged for another Warrant Certificate or Warrant Certificates evidencing
the same number of Warrants as the Warrant Certificate or Warrant Certificates surrendered. Any Holder desiring to register the
transfer of Warrants or to split up, combine or exchange any Warrant Certificate shall make such request in writing delivered to
the Warrant Agent, and shall surrender to the Warrant Agent the Warrant Certificate or Warrant Certificates evidencing the Warrants
the transfer of which is to be registered or that is or are to be split up, combined or exchanged and, in the case of registration
of transfer, shall provide a signature guarantee. Thereupon, the Warrant Agent shall countersign and deliver to the person entitled
thereto a Warrant Certificate or Warrant Certificates, as the case may be, as so requested. The Company and the Warrant Agent may
require payment, by the Holder requesting a registration of transfer of Warrants or a split-up, combination or exchange of a Warrant
Certificate (but, for purposes of clarity, not upon the exercise of the Warrants and issuance of Warrant ADS to the Holder), of
a sum sufficient to cover any tax or governmental charge that may be imposed in connection with such registration of transfer,
split-up, combination or exchange, together with reimbursement to the Company and the Warrant Agent of all reasonable expenses
incidental thereto.


 


2.2.6. Loss, Theft and Mutilation of Warrant
Certificates. Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory to them of the loss, theft,
destruction or mutilation of a Warrant Certificate, and, in case of loss, theft or destruction, of indemnity or security in customary
form and amount, and reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto, and upon
surrender to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, the Warrant Agent shall, on behalf of
the Company, countersign and deliver a new Warrant Certificate of like tenor to the Holder in lieu of the Warrant Certificate so
lost, stolen, destroyed or mutilated. The Warrant Agent may charge the Holder an administrative fee for processing the replacement
of lost Warrant Certificates, which shall be charged only once in instances where a single surety bond obtained covers multiple
certificates. The Warrant Agent may receive compensation from the surety companies or surety agents for administrative services
provided to them.


 


2.2.7. Proxies. The Holder of a Warrant
may grant proxies or otherwise authorize any person, including the Participants and holders of security entitlements that may own
interests through the Participants, to take any action that a Holder is entitled to take under this Agreement or the Warrants;
provided, however, that at all times that Warrants are evidenced by a Global Certificate, exercise of those Warrants
shall be effected on their behalf by Participants through DTC in accordance the procedures administered by DTC.


 


3. Terms and Exercise of Warrants.


 


3.1. Exercise Price. Each Warrant shall
entitle the Holder, subject to the provisions of the applicable Warrant Certificate and of this Warrant Agreement, to purchase
from the Company the number of ADSs stated therein, at the price of US$[__________] per ADS, subject to the subsequent adjustments
provided in Section 4 hereof. The term “Exercise Price” as used in this Warrant Agreement refers to the price
per ADS at which ADSs may be purchased at the time a Warrant is exercised. In addition to the Exercise Price, an exercising Holder
must pay to the Warrant Agent at the time of exercise the Depositary’s fee of up to US$0.05 per ADS for issuance of ADSs
(the “Issuance Fee”). The Exercise Price per ADS plus the Issuance Fee per ADS is referred to as the “Deposit
Amount”.


 


3.2. Duration of Warrants. Warrants
may be exercised only during the period (“Exercise Period”) commencing on the Issuance Date and terminating
at 5:00 P.M., New York City time (the “close of business”) on May, [_______] 2022 (“Expiration Date”).
Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect
thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date.


 




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3.3. Exercise of Warrants.


 


3.3.1. Exercise and Payment. (a) Subject
to the provisions of this Warrant Agreement, a Holder (or a Participant acting on behalf of a Holder in accordance with DTC procedures)
may exercise Warrants by delivering to the Warrant Agent, not later than 5:00 P.M., New York City time, on any business day during
the Exercise Period (i) the Warrants to be exercised by (A) surrender of the Warrant Certificate evidencing the Warrants to the
Warrant Agent at its office designated for such purpose or (B) delivery of the Warrants to an account of the Warrant Agent at DTC
designated for such purpose in writing by the Warrant Agent to DTC from time to time, (ii) an election to purchase the Warrant
ADSs underlying the Warrants to be exercised (A) in the form included in Annex B to this Warrant Agreement or (B) via an
electronic warrant exercise through the DTC system (each, an “Election to Purchase”) and (iii) the Deposit Amount
for each Warrant to be exercised (and, if applicable, any taxes or charges due in connection with the exercise of such Warrants),
in lawful money of the United States of America by (A) certified or official bank check payable to The Bank of New York Mellon,
(B) bank wire transfer in immediately available funds to The Bank of New York Mellon, 500 Ross Street, Pittsburgh, PA 15262-00001,
ABA #: 043-000-261, Account Number: 1361721, Account Name: Computershare Inc. AAF Client Corporate Actions, Ref: Immuron Limited
Warrants, Swift Code MELNUS3P or (C) payment to the Warrant Agent through the DTC system.


 


(b) If any of (i) the Warrants, (ii) the Election
to Purchase, or (iii) the Deposit Amount therefor (and, if applicable, any taxes or charges due in connection with the exercise
of such Warrants), is received by the Warrant Agent on any date after 5:00 P.M., New York City time, or on a date that is not a
Trading Day, the Warrants with respect thereto will be deemed to have been received and exercised on the Trading Day next succeeding
such date. The “Exercise Date” will be the date on which the materials in the foregoing sentence are received
by the Warrant Agent (if by 5:00 P.M., New York City time), or the following Trading Day (if after 5:00 P.M., New York City time),
regardless of any earlier date written on the materials. If the Warrants are received or deemed to be received after the Expiration
Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Holder or
Participant, as the case may be, as soon as practicable. In no event will interest accrue on any funds deposited with the Warrant
Agent in respect of an exercise or attempted exercise of Warrants. “Trading Day” means any day on which the
ADSs are traded on the Trading Market, or, if the Trading Market is not the principal trading market for the ADSs, then on the
principal securities exchange or securities market in the United States on which the ADSs are then traded, provided that “Trading
Day” shall not include any day on which the ADSs are scheduled to trade on such exchange or market for less than 4.5 hours
or any day that the ADSs are suspended from trading during the final hour of trading on such exchange or market (or if such exchange
or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at
4:00 P.M., New York City time). “Trading Market” means NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global
Market, the Nasdaq Global Select Market or the New York Stock Exchange.


 


(c) The Warrant Agent shall deposit all funds
received by it in payment of the Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose
and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received
of the amount so deposited to such account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.


 


(d) If less than all the Warrants evidenced
by a surrendered Warrant Certificate are exercised, the Warrant Agent shall split up the surrendered Warrant Certificate and return
to the Holder a Warrant Certificate evidencing the Warrants that were not exercised.


 


3.3.2. Issuance of Warrant Shares. (a)
The Warrant Agent shall, by 11:00 a.m., New York City time, on the Trading Day following the Exercise Date of any Warrant, advise
the Company, the transfer agent and registrar for Ordinary Shares and the Depositary, in respect of (i) the number of Warrant Shares
indicated on the Election to Purchase as issuable upon such exercise with respect to such exercised Warrants, (ii) the instructions
of the Holder or Participant, as the case may be, provided to the Warrant Agent with respect to the delivery of the Warrant ADSs
and the number of Warrants that remain outstanding after such exercise and (iii) such other information as the Company or the Depositary
shall reasonably request. The Warrant Agent shall pay the Depositary the Issuance Fee for the number of Warrant ADSs to be issued
out of the Deposit Amount it received.


 




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(b) The Company shall, by no later than 5:00
P.M., New York City time, on the third Trading Day following the Exercise Date of any Warrant, provided the funds in payment of
the Exercise Price have cleared (such date and time, the “Delivery Time”), cause its registrar to deliver the
Warrant Shares issuable upon that exercise to the Depositary’s Australian custodian for deposit under the Deposit Agreement
and instruct the Depositary to deliver the Warrant ADSs issuable upon that deposit of Warrant Shares as requested in the Election
to Purchase.


 


3.3.3. Valid Issuance. All Warrant Shares
issuable by the Company upon the proper exercise of a Warrant in conformity with this Warrant Agreement shall be validly issued,
fully paid and non-assessable.


 


3.3.4. No Fractional Exercise. No fractional
Warrant ADSs will be issued upon the exercise of the Warrant, but rather the Company shall adjust the number of Warrant Shares
issued up or down to the nearest integral multiple of the number of Ordinary Shares at the time represented by one ADS.


 


3.3.5 No Transfer Taxes. The Company
shall not be required to pay any stamp or other tax or charge required to be paid in connection with the exercise of Warrants;
and the Company shall not be required to issue or deliver any Warrant Shares until such tax or other charge shall have been paid
or it has been established to the Company’s and the Warrant Agent’s satisfaction that no such tax or other charge is
due. For purposes of clarity, the Company shall pay any stamp or other tax or charge required to be paid in connection with any
issuance to the Holder of the Warrant ADSs or Warrant Shares upon the exercise of Warrants.


 


3.3.6 Date of Issuance. (a) The Company
will treat an exercising Holder as a beneficial owner of the Warrant Shares as of the Exercise Date, provided that the Warrant
Agent receives the Deposit Amount within one Trading Day of the Exercise Date, except that, if the Exercise Date is a date when
the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the
open of business on the next succeeding date on which the stock transfer books are open. However, it is understood and agreed
that Warrant ADSs will not be registered or issued until the Depositary receives notice from its custodian that the Warrant Shares
have been deposited under the Deposit Agreement; provided further, however, it is acknowledged and agreed that the Company shall
take all reasonable steps to ensure the Warrant ADSs are delivered to the Holder on or prior to the Delivery Time in accordance
with Section 3.3.2(b) hereof and, if the Warrant ADSs are not delivered to the Holder on or prior to the Delivery Time, the provisions
of Section 3.3.9 shall apply.


 


3.3.7 Restrictive Legend Events; Cashless
Exercise Under Certain Circumstances.


 


(i) The Company shall use its reasonable
best efforts to maintain the effectiveness of the Registration Statement and the current status of the prospectus included
therein or to file and maintain the effectiveness of another registration statement and another current prospectus covering
the Warrants and the Warrant Shares at any time that the Warrants are exercisable. The Company shall provide to the Warrant
Agent and each Holder prompt written notice of any time that the Company is unable to deliver the Warrant ADSs via DTC
transfer or otherwise without restrictive legend because (A) the Commission has issued a stop order with respect to the
Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration
Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the
Registration Statement, either temporarily or permanently, (D) the prospectus contained in the Registration Statement is not
available for the issuance of the Warrant ADSs to the Holder or (E) otherwise (each a “Restrictive Legend
Event”). To the extent that the Warrants cannot be exercised as a result of a Restrictive Legend Event or a
Restrictive Legend Event occurs after a Holder has exercised Warrants in accordance with the terms of the Warrants but prior
to the delivery of the Warrant ADSs, the Company shall, at the election of the Holder, which shall be given within five (5)
days of receipt of such notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to
Purchase and the Company shall return all consideration paid by registered holder for such shares upon such rescission or (B)
treat the attempted exercise as a cashless exercise as described in paragraph (ii) below and refund the cash portion of the
exercise price to the Holder.


 




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If a Restrictive Legend Event has occurred,
the Warrant shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not
be required to make any cash payments or net cash settlement to the Holder in lieu of delivery of the Warrant ADSs. Upon a “cashless
exercise”, the Holder shall be entitled to receive the number of Warrant ADSs equal to the quotient obtained by dividing
(A-B) (X) by (A), where:


 


	 	(A)	= the VWAP on the Trading Day immediately preceding the Exercise Date;


 


	 	(B)	= the Exercise Price of the Warrant, as adjusted as set forth herein; and


 


	 	(X)	= the number of Warrant ADSs that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.


 


If the Warrant ADSs are issued in such a cashless
exercise, the Company acknowledges and agrees that, in accordance with Section 3(a)(9) of the Securities Act, the Warrant ADSs
shall take on the registered characteristics of the Warrants being exercised and the Company agrees not to take any position contrary
thereto. Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the
Election to Purchase to the Company to confirm the number of Warrant ADSs issuable in connection with the cashless exercise. The
Company shall calculate and transmit to the Warrant Agent in a written notice, and the Warrant Agent shall have no duty, responsibility
or obligation under this section to calculate, the number of Warrant ADSs issuable in connection with any cashless exercise. The
Warrant Agent shall be entitled to rely conclusively on any such written notice provided by the Company, and the Warrant Agent
shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with such written instructions or
pursuant to this Warrant Agreement.


 


A Holder that exercises Warrants in a cashless
exercise, as a condition of making that exercise, will still be required to pay the Issuance Fee in respect of the actual number
of Warrant ADSs that the Holder will receive.


 


3.3.8 Disputes. In the case of a dispute
as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant ADSs issuable in connection
with any exercise, the Company shall promptly deliver to the Holder the number of Warrant ADSs that are not disputed.


 


3.3.9    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 the Warrant ADSs to the Holder pursuant to Section 3.3.2 on or before 5:00 p.m. (New York
City time) on the second Trading Day after the Delivery Time, and if after such date the beneficial owner is required by its broker
to purchase (in an open market transaction or otherwise) or the beneficial owner’s brokerage firm otherwise purchases, ADSs
or Ordinary Shares to deliver in satisfaction of a sale by the beneficial owner of the Warrant ADSs, which the beneficial owner
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 beneficial owner’s total purchase price (including brokerage commissions, if any) for
the Warrant ADSs or Warrant Shares so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant ADSs or
Warrant Shares, as applicable, that the Company was required to deliver to the Holder in connection with the exercise at issue
times (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 and equivalent number of Warrant ADSs or Warrant Shares, as applicable, for
which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number
of Warrant ADSs or Warrant Shares, as applicable, that would have been issued had the Company timely complied with its delivery
obligations.  For example, if the beneficial owner purchases Ordinary Shares having a total purchase price of $11,000 to cover
a Buy-In with respect to an attempted exercise of Warrant 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 for
the benefit of the beneficial owner. 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 right of a Holder 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 Warrants as required pursuant to the terms of this Warrant Agreement.


 




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3.3.10    Beneficial Ownership
Limitation. A Holder shall not have the right to exercise any Warrants to the extent that after giving effect to the
issuance of Warrant ADSs after exercise as set forth on the applicable Election to Purchase, such Holder or a person holding
through such Holder (together with such Holder’s or person’s Affiliates (as defined in Rule 405 under the
Securities Act), and any other persons acting as a group together with that Holder or person or any of that Holder’s or
person’s Affiliates), would beneficially own in excess of 4.99% (“Beneficial Ownership Limitation”)
of the Company’s Ordinary Shares. For purposes of the foregoing sentence, the number of Ordinary Shares beneficially
owned by a person shall include the number of Ordinary Shares underlying the Warrant ADSs that would be owned by that person
issuable upon exercise of the Warrants with respect to which such determination is being made, but shall exclude the number
of Ordinary Shares (i) underlying the Warrant ADSs which would be issuable upon exercise of the remaining, non-exercised
Warrants beneficially owned by that person or any of its Affiliates and (ii) underlying any other securities of the Company
held by such Holder or its Affiliates that are exercisable or convertible into Ordinary Shares and subject to a limitation on
conversion or exercise that is analogous to the limitation contained in this Section 3.3.10. Except as set forth in the
preceding sentence, for purposes of this Section 3.3.10, beneficial ownership shall be calculated in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules
and regulations promulgated thereunder, it being acknowledged by the Holder that neither the Warrant Agent nor the Company is
representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder or
beneficial owner is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the
limitation contained in this Section 3.3.10 applies, the determination of whether a Warrant is exercisable and of the number
of Warrants that are exercisable shall be in the sole discretion of the Holder, and the submission of an Election to Purchase
shall be deemed to be the Holder’s determination of whether such Warrant is exercisable and of the number of Warrants
that are exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the
accuracy of such determination and neither of them shall have any liability for any error made by the Holder or any other
person. 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 3.3.10,
in determining the number of outstanding Ordinary Shares, a Holder or other person may rely on the number of outstanding
Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and
Exchange 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 Company’s transfer agent setting forth the number of Ordinary Shares outstanding. For any
reason at any time, upon the written or oral request of a person that represents that it is or is acting on behalf of a
Holder, the Company shall, within two (2) Trading Days, confirm orally or in writing or by e-mail to that person the number
of Ordinary Shares then outstanding. Upon delivery of a written notice to the Company, the Holder may from time to time
increase or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% as specified in
such notice, provided that any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first
(61st) day after such notice is delivered to the Company and any such increase or decrease will apply only to the
Holder and its Affiliates and not to any other holder of Warrants. The provisions of this Section 3.3.10 shall be construed
and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.10 to correct this
subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation
herein contained.


 


4. Adjustments.


 


4.1 Adjustment upon Subdivisions or Combinations.
If the Company at any time after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization, reorganization,
scheme of arrangement or otherwise) its outstanding Ordinary Shares into a greater number of Ordinary Shares or the ratio of Ordinary
Shares per ADS is reduced (e.g., the ratio is changed from 40 Ordinary Shares per one ADS to 20 Ordinary Shares per one ADS), the
Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant ADSs will
be proportionately increased. If the Company at any time after the Issuance Date combines (by any stock split, stock dividend,
recapitalization, reorganization, scheme, arrangement or otherwise) its outstanding Ordinary Shares into a smaller number of Ordinary
Shares or the ratio of Ordinary Shares per ADS is increased (e.g., the ratio is changed from 50 Ordinary Shares per one ADS to
40 Ordinary Shares per one ADS), the Exercise Price in effect immediately prior to such combination will be proportionately increased
and the number of Warrant ADSs will be proportionately decreased. Any adjustment under this Section 4.1 shall become effective
at the close of business on the date the subdivision or combination or ratio change becomes effective. The Company shall promptly
notify the Warrant Agent in writing of any adjustment to the Warrants and give specific instructions to the Warrant Agent with
respect to any adjustments to the warrant register.


 




    	 	7	 



     


    

 


4.2 Adjustment for Other Distributions.
In the event the Company shall fix a record date for the making of a dividend or distribution to all holders of Ordinary Shares
of any evidences of indebtedness or assets or subscription rights, options or warrants (excluding those referred to in Section
4.1 or other dividends paid out of retained earnings), then in each such case the Holder will, upon the exercise of Warrants, be
entitled to receive, in addition to the number of Warrant ADSs issuable thereupon, and without payment of any additional consideration
therefor, the amount of such dividend or distribution, as applicable, which such Holder would have held on the date of such exercise
had such Holder been the holder of record of such Warrant ADSs as of the date on which holders of ADSs became entitled to receive
such dividend or distribution. Such adjustment shall be made whenever any such distribution is made and shall become effective
immediately after the record date mentioned above.


 


4.3. Reclassification, Consolidation, Purchase,
Combination, Sale or Conveyance. If, at any time while the Warrants are 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,
directly or indirectly, effects any sale, lease, 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 those represented
by 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 those represented by ADSs) (not including any Ordinary
Shares (including those represented by ADSs) held by the other person or other persons making or party to, or associated or affiliated
with the other persons making, such purchase offer, tender offer or exchange offer), (iv) the Company, directly or indirectly,
in one or more related transactions effects any reclassification, reorganization or recapitalization of ADSs or Ordinary Shares
or any compulsory share exchange pursuant to which the ADSs or Ordinary Shares are 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 stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with another person whereby such other person acquires more than 50% of the outstanding Ordinary
Shares (including those represented by ADSs) (not including any Ordinary Shares (including those represented by ADSs) held by the
other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock
or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any
subsequent exercise of a Warrant, the registered Holder shall have the right to receive, for each Warrant Share that would have
been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation
in Section 3.3.10 on the exercise of the Warrants), the number of shares, if any, of the successor or acquiring corporation or
of the Company, if it is the surviving corporation, or depositary shares representing those shares, and any additional consideration
(the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number
of ADSs for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation
in Section 3.3.10 on the exercise of the Warrants). 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 ADS 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
ADSs 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 Agreement
in accordance with the provisions of this Section 4.3 pursuant to written agreements in customary form and shall, upon the written
request of the Holder of Warrants, deliver to that Holder in exchange for those Warrants a security of the Successor Entity evidenced
by a written instrument substantially similar in form and substance to those Warrants that is exercisable for a corresponding number
of shares of capital stock of such Successor Entity (or its parent entity), if any, plus any Alternate Consideration, receivable
as a result of such Fundamental Transaction by a holder of the number of ADSs for which those Warrants were exercisable immediately
prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of
capital stock, if any, plus any Alternate Consideration (but taking into account the relative value of the ADSs or Ordinary Shares
prior to such Fundamental Transaction and the value of such shares of capital stock plus Alternative consideration after that Fundamental
Transaction, for the purpose of protecting the economic value those Warrants had immediately prior to the consummation of such
Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction the Successor Entity shall succeed to, and be
substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant Agreement and
the Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and
power of the Company and shall assume all of the obligations of the Company under this Warrant Agreement and the Warrant with the
same effect as if such Successor Entity had been named as the Company herein.


 




    	 	8	 



     


    

 


The Company shall instruct the Warrant Agent
in writing to mail by first class mail, postage prepaid, to each Holder, written notice of the execution of any such amendment,
supplement or agreement with the Successor Entity. Any supplemented or amended agreement entered into by the successor corporation
or transferee shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Section 4.3. The Warrant Agent shall have no duty, responsibility or obligation to determine the correctness of any
provisions contained in such agreement or such notice, including but not limited to any provisions relating either to the kind
or amount of securities or other property receivable upon exercise of warrants or with respect to the method employed and provided
therein for any adjustments, and shall be entitled to rely conclusively for all purposes upon the provisions contained in any such
agreement. The provisions of this Section 4.3 shall similarly apply to successive reclassifications, changes, consolidations, mergers,
sales and conveyances of the kind described above.


 


4.4. [RESERVED]


 


4.5 Other Events. If any event occurs
of the type contemplated by the provisions of Section 4.1, 4.2 or 4.3 but not expressly provided for by such provisions (including,
without limitation, the granting of stock appreciation rights, Adjustment Rights, phantom stock rights or other rights with equity
features to all holders of ADSs for no consideration), then the Company's Board of Directors will, at its discretion and in good
faith, make an adjustment in the Exercise Price and the number of Warrant ADSs or designate such additional consideration to be
deemed issuable upon exercise of a Warrant, so as to protect the rights of the Holders. No adjustment to the Exercise Price will
be made pursuant to more than one sub-section of this Section 4 in connection with a single issuance.


 


4.6. Notices of Changes in Warrant.
Upon every adjustment of the Exercise Price or the number of Warrant ADSs issuable upon exercise of a Warrant, the Company shall
give written notice thereof to the Warrant Agent, which notice shall state the Exercise Price resulting from such adjustment and
the increase or decrease, if any, in the number of Warrant ADSs purchasable at such price upon the exercise of a Warrant, setting
forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of
any event specified in Sections 4.1 or 4.2, then, in any such event, the Company shall give written notice to each Holder, at the
last address set forth for such holder in the Warrant Register, as of the record date or the effective date of the event. Failure
to give such notice, or any defect therein, shall not affect the legality or validity of such event. The Warrant Agent shall be
entitled to rely conclusively on, and shall be fully protected in relying on, any certificate, notice or instructions provided
by the Company with respect to any adjustment of the Exercise Price or the number of shares issuable upon exercise of a Warrant,
or any related matter, and the Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken by it in
accordance with any such certificate, notice or instructions or pursuant to this Warrant Agreement. The Warrant Agent shall not
be deemed to have knowledge of any such adjustment unless and until it shall have received written notice thereof from the Company.


 




    	 	9	 



     


    

 


5. Restrictive Legends; Fractional Warrants.


 


In the event that a Warrant Certificate surrendered
for transfer bears a restrictive legend, the Warrant Agent shall not register that transfer until the Warrant Agent has received
an opinion of counsel for the Company stating that such transfer may be made and indicating whether the Warrants must also bear
a restrictive legend upon that transfer. The Warrant Agent shall not be required to effect any registration of transfer or exchange
which will result in the transfer of or delivery of a Warrant Certificate for a fraction of a Warrant.


  


6. Cleansing Notice.


 


6.1 Ability to issue cleansing notice.
The Company shall at all times use its best efforts to conduct its activities such that it is able to issue a notice in accordance
with section 708A(5)(e) of the Corporations Act in respect of the issue of any Ordinary Shares on the exercise of Warrants.


 


6.2 ASX Filings; Nasdaq Listing.
The Company will use its best efforts ensure that it applies to ASX for official quotation (as that expression is used in the ASX
Listing Rules) of the Ordinary Shares issued on the exercise of the Warrants in the same class and on the same terms as all other
Ordinary Shares quoted on ASX pursuant to ASX Listing Rule 2.7 immediately on issue of those Ordinary Shares. The Company will
ensure the Warrant ADSs and the Warrants are listed for trading on The Nasdaq Stock Market.


 


6.3 Issue of Cleansing Notice.
On the issue of any Ordinary Shares on the exercise of any Warrants, the Company shall use best efforts to ensure that it lodges
with ASX a notice in accordance with section 708A(5)(e) of the Corporations Act in respect of that issue of Ordinary Shares within
5 business days of that issue, provided that if it is unable to comply with the requirements of section 708A(5)(e) of the Corporations
Act in respect of an issue of Ordinary Shares issued on exercise of Warrants, the Company shall, at its own expense, do everything
necessary to ensure that such Ordinary Shares are able to be freely traded on ASX in compliance with the ASX Listing Rules and
the Corporations Act, including obtaining an exemption from the Australian Securities and Investments Commission (“ASIC”)
or the lodging of a disclosure document with ASIC in accordance with the requirements of Chapter 6D of the Corporations.


 


7. Other Provisions Relating to Rights of
Holders of Warrants.


 


7.1. No Rights as Stockholder. Except
as otherwise specifically provided herein, a Holder, solely in its capacity as a holder of Warrants, shall not be entitled to vote
or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this
Warrant Agreement be construed to confer upon a Holder, solely in its capacity as the registered holder of Warrants, any of the
rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization,
issue of stock, reclassification of share capital, consolidation, merger, conveyance or otherwise), receive notice of meetings,
receive dividends or subscription rights or rights to participate in new issues of shares, or otherwise, prior to the issuance
to the Holder of the Warrant ADSs which it is then entitled to receive upon the due exercise of Warrants.


 


7.2. Reservation of Ordinary Shares.
The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares that will be
sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant Agreement.


 


8. Concerning the Warrant Agent and Other
Matters.


 


8.1. Any instructions given to the Warrant
Agent orally, as permitted by any provision of this Warrant Agreement, shall be confirmed in writing by the Company as soon as
practicable. The Warrant Agent shall not be liable or responsible and shall be fully authorized and protected for acting, or failing
to act, in accordance with any oral instructions which do not conform with the written confirmation received in accordance with
this Section 8.1.


 




    	 	10	 



     


    

 


8.2. (a) Whether or not any Warrants are exercised,
for the Warrant Agent’s services as agent for the Company hereunder, the Company shall pay to the Warrant Agent its out of
pocket expenses in connection with this Warrant Agreement, including, without limitation, the charges of Computershare for providing
services to the Warrant Agent with respect to the Warrants and the expenses for which the Warrant Agent is obliged to reimburse
Computershare, and the fees and expenses of the Warrant Agent’s counsel. While the Warrant Agent endeavors to maintain out-of-pocket
charges (both internal and external) at competitive rates, these charges may not reflect actual out-of-pocket costs, and may include
handling charges to cover internal processing and use of the Warrant Agent’s billing systems.


 


(b) All amounts owed by the Company to the
Warrant Agent under this Warrant Agreement are due within 30 days of the invoice date. Delinquent payments are subject to a late
payment charge of one and one-half percent (1.5%) per month commencing 45 days from the invoice date. The Company agrees to reimburse
the Warrant Agent for any attorney’s fees and any other costs associated with collecting delinquent payments.


 


(c) No provision of this Warrant Agreement
shall require Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any
of its duties under this Warrant Agreement or in the exercise of its rights.


 


8.3 As agent for the Company hereunder the
Warrant Agent:


 


(a) shall have no duties
or obligations other than those specifically set forth in this Warrant Agreement or as may subsequently be agreed to in writing
by the Warrant Agent and the Company;


 


(b) shall have no obligation
to effect any delivery of Warrant ADSs other than to instruct the Depositary with respect to that delivery;


 


(c) shall be regarded as
making no representations and having no responsibilities as to the validity, sufficiency, value, or genuineness of the Warrants
or any Warrant Shares or Warrant ADSs;


 


(d) shall not be obligated
to take any legal action under this Warrant Agreement; if, however, the Warrant Agent determines to take any legal action under
this Warrant Agreement, and where the taking of such action might, in its judgment, subject or expose it to any expense or liability
it shall not be required to act unless it has been furnished with an indemnity reasonably satisfactory to it;


 


(e) may rely on and shall
be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram,
telex, facsimile transmission or other document or security delivered to the Warrant Agent and believed by it to be genuine and
to have been signed by the proper party or parties;


 


(f) shall not be liable
or responsible for any recital or statement contained in the Registration Statement or any other documents relating thereto;


 


(g) shall not be liable
or responsible for any failure on the part of the Company to comply with any of its covenants and obligations relating to the Warrants,
including without limitation obligations under applicable securities laws;


 


(h) may rely on and shall
be fully authorized and protected in acting or failing to act upon the written, telephonic or oral instructions with respect to
any matter relating to its duties as Warrant Agent covered by this Warrant Agreement (or supplementing or qualifying any such actions)
of officers of the Company, and is hereby authorized and directed to accept instructions with respect to the performance of its
duties hereunder from the Company or counsel to the Company, and may apply to the Company, for advice or instructions in connection
with the Warrant Agent’s duties hereunder, and the Warrant Agent shall not be liable for any delay in acting while waiting
for those instructions; any applications by the Warrant Agent for written instructions from the Company may, at the option of the
Agent, set forth in writing any action proposed to be taken or omitted by the Warrant Agent under this Warrant Agreement and the
date on or after which such action shall be taken or such omission shall be effective; the Warrant Agent shall not be liable for
any action taken by, or omission of, the Warrant Agent in accordance with a proposal included in such application on or after the
date specified in such application (which date shall not be less than five business days after the date such application is sent
to the Company, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such action,
the Warrant Agent shall have received written instructions in response to such application specifying the action to be taken or
omitted; “Business Day” means a day other than a Saturday or Sunday on which commercial Banks in New York City
are open for the general conduct of banking business;


 




    	 	11	 



     


    

 


(i) may consult with counsel satisfactory to
the Warrant Agent, including its in-house counsel, and the advice of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the advice
of such counsel;


 


(j) may perform any of its
duties hereunder either directly or by or through nominees, correspondents, designees, subagents or subcustodians, and it shall
not be liable or responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, subagent or
subcustodian appointed with reasonable care by it in connection with this Warrant Agreement;


 


(k) is not authorized, and
shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person and


 


(l) shall not be required
hereunder to comply with the laws or regulations of any country other than the United States of America or any political subdivision
thereof; and Warrant Agent may, after consulting with the Company to the extent practical, consult with foreign counsel, the fees
and expenses of which shall be at the Company’s expense, to resolve any foreign law issues that may arise as a result of
the Company or any other party being subject to the laws or regulations of any foreign jurisdiction.


 


8.4. (a) In the absence of gross negligence
or willful misconduct on its part, the Warrant Agent shall not be liable for any action taken, suffered, or omitted by it or for
any error of judgment made by it in the performance of its duties under this Warrant Agreement. Anything in this Warrant Agreement
to the contrary notwithstanding, in no event shall Warrant Agent be liable for special, indirect, incidental, consequential or
punitive losses or damages of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been
advised of the possibility of such losses or damages and regardless of the form of action. Any liability of the Warrant Agent will
be limited in the aggregate to the amount of fees paid by the Company hereunder. The Warrant Agent shall not be liable for any
failures, delays or losses, arising directly or indirectly out of conditions beyond its reasonable control including, but not limited
to, acts of government, exchange or market ruling, suspension of trading, work stoppages or labor disputes, fires, civil disobedience,
riots, rebellions, storms, electrical or mechanical failure, computer hardware or software failure, communications facilities failures
including telephone failure, war, terrorism, insurrection, earthquakes, floods, acts of God or similar occurrences.


 


(b) In the event any question
or dispute arises with respect to the proper interpretation of the Warrants or the Warrant Agent’s duties under this Warrant
Agreement or the rights of the Company or of any Holder, the Warrant Agent shall not be required to act and shall not be held liable
or responsible for its refusal to act until the question or dispute has been judicially settled (and, if appropriate, it may file
a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction,
binding on all persons interested in the matter which is no longer subject to review or appeal, or settled by a written document
in form and substance satisfactory to Warrant Agent and executed by the Company and each such Holder. In addition, the Warrant
Agent may require for such purpose, but shall not be obligated to require, the execution of such written settlement by all the
Holders and all other persons that may have an interest in the settlement.


 


8.5. The Company covenants to indemnify the
Warrant Agent and hold it harmless from and against any loss, liability, claim or expense (“Loss”) arising out
of or in connection with the Warrant Agent’s duties under this Warrant Agreement, including the costs and expenses of defending
itself against any Loss, unless such Loss shall have been determined by a court of competent jurisdiction to be a result of the
Warrant Agent’s gross negligence or willful misconduct.


 




    	 	12	 



     


    

 


8.6. Unless terminated earlier by the parties
hereto, this Warrant Agreement shall terminate 90 days after the earlier of the Expiration Date and the date on which no Warrants
remain outstanding (the “Termination Date”). On the business day following the Termination Date, the Warrant
Agent shall deliver to the Company any entitlements, if any, held by the Warrant Agent under this Warrant Agreement. The Warrant
Agent’s right to be indemnified and held harmless and to be reimbursed for fees, charges and out-of-pocket expenses as provided
in this Section 8 shall survive the termination of this Warrant Agreement.


 


8.7. If any provision of this Warrant Agreement
shall be held illegal, invalid, or unenforceable by any court, this Warrant Agreement shall be construed and enforced as if such
provision had not been contained herein and shall be deemed an Agreement among the parties to it to the full extent permitted by
applicable law.


 


8.8. The Company represents and warrants that
(a) it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation, (b) the offer and sale of
the Warrants and the execution, delivery and performance of all transactions contemplated thereby (including this Warrant Agreement)
have been duly authorized by all necessary corporate action and will not result in a breach of or constitute a default under the
articles of association, bylaws or any similar document of the Company or any indenture, agreement or instrument to which it is
a party or is bound, (c) this Warrant Agreement has been duly executed and delivered by the Company and constitutes the legal,
valid, binding and enforceable obligation of the Company, (d) the Warrants will comply in all material respects with all applicable
requirements of law and (e) to the best of its knowledge, there is no litigation pending or threatened as of the date hereof in
connection with the offering of the Warrants.


 


8.9. In the event of inconsistency between
this Warrant Agreement and the descriptions in the Registration Statement, as they may from time to time be amended, the terms
of this Warrant Agreement shall control.


 


8.10. Set forth in Annex C hereto is a list
of the names and specimen signatures of the persons authorized to act for the Company under this Warrant Agreement (the “Authorized
Representatives”). The Company shall, from time to time, certify to you the names and signatures of any other persons authorized
to act for the Company under this Warrant Agreement.


 


8.11. Except as expressly set forth elsewhere
in this Warrant Agreement, all notices, instructions and communications under this Agreement shall be in writing, shall be effective
upon receipt and shall be addressed, if to the Company, to its address set forth beneath its signature to this Agreement, or,
if to the Warrant Agent, to The Bank of New York Mellon, Depositary Receipts, 101 Barclay Street, 22 West, New York, New York
10286, Attention: Violet Pagan, Relationship Manager, Immuron Limited, Telephone:
[_________] Facsimile: [___________], with a copy to Computershare Inc., 480 Washington Boulevard, Jersey City, New Jersey 07310,
Attention: Matthew Attubato, Telephone: 781-575-2628,
Facsimile: 781-575-3146, or to such other address of which a party hereto
has notified the other party


 


8.12. (a) This Warrant Agreement shall be governed
by and construed in accordance with the laws of the State of New York. All actions and proceedings relating to or arising from,
directly or indirectly, this Warrant Agreement may be litigated in courts located within the Borough of Manhattan in the City and
State of New York. The Company hereby submits to the personal jurisdiction of such courts and consents that any service of process
may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for
notices hereunder. Each of the parties hereto hereby waives the right to a trial by jury in any action or proceeding arising out
of or relating to this Warrant Agreement.


 


(b) This Warrant Agreement
shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. This Warrant Agreement may
not be assigned, or otherwise transferred, in whole or in part, by either party without the prior written consent of the other
party, which the other party will not unreasonably withhold, condition or delay; except that (i) consent is not required for an
assignment or delegation of duties by Warrant Agent to any affiliate of Warrant Agent and (ii) any reorganization, merger, consolidation,
sale of assets or other form of business combination by Warrant Agent or the Company shall not be deemed to constitute an assignment
of this Warrant Agreement.


 




    	 	13	 



     


    

 


(c) No provision of this
Warrant Agreement may be amended, modified or waived, except in a written document signed by both parties. The Company and the
Warrant Agent may amend or supplement this Warrant Agreement without the consent of any Holder for the purpose of curing any ambiguity,
or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with
respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
determine, in good faith, shall not adversely affect the interest of the Holders.  All other amendments and supplements
shall require the vote or written consent of Holders of at least 50.1% of the then outstanding Warrants, provided that adjustments
may be made to the Warrant terms and rights in accordance with Section 4 without the consent of the Holders.


 


8.13 Payment of Taxes. The Company will
from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the
issuance or delivery of Warrant Shares or Warrant ADSs upon the exercise of Warrants, but the Company may require the Holders to
pay any transfer taxes in respect of the Warrants or such shares. The Warrant Agent may refrain from registering any transfer of
Warrants or any delivery of any Warrant ADSs unless or until the persons requesting the registration or issuance shall have paid
to the Warrant Agent for the account of the Company the amount of such tax or charge, if any, or shall have established to the
reasonable satisfaction of the Company and the Warrant Agent that such tax or charge, if any, has been paid.


 


8.14 Resignation of Warrant Agent.


 


8.14.1. Appointment of Successor Warrant
Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further
duties and liabilities hereunder after giving thirty (30) days’ notice in writing to the Company, or such shorter period
of time agreed to by the Company. The Company may terminate the services of the Warrant Agent, or any successor Warrant Agent,
after giving thirty (30) days’ notice in writing to the Warrant Agent or successor Warrant Agent, or such shorter period
of time as agreed. If the office of the Warrant Agent becomes vacant by resignation, termination or incapacity to act or otherwise,
the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make
such appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity by the Warrant
Agent, then the Warrant Agent or any Holder may apply to any court of competent jurisdiction for the appointment of a successor
Warrant Agent at the Company’s cost. Pending appointment of a successor to such Warrant Agent, either by the Company or by
such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent (but not including
the initial Warrant Agent), whether appointed by the Company or by such court, shall be a person organized and existing under the
laws of any state of the United States of America, in good standing, and authorized under such laws to exercise corporate trust
powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent
shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with
like effect as if originally named as Warrant Agent hereunder, without any further act or deed, and except for executing and delivering
documents as provided in the sentence that follows, the predecessor Warrant Agent shall have no further duties, obligations, responsibilities
or liabilities hereunder, but shall be entitled to all rights that survive the termination of this Warrant Agreement and the resignation
or removal of the Warrant Agent, including but not limited to its right to indemnity hereunder. If for any reason it becomes necessary
or appropriate or at the request of the Company, the predecessor Warrant Agent shall execute and deliver, at the expense of the
Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant
Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any
and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such
authority, powers, rights, immunities, duties, and obligations.


 


8.14.2. Notice of Successor Warrant Agent.
In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent
and the Depositary not later than the effective date of any such appointment.


 




    	 	14	 



     


    

 


8.14.3. Merger or Consolidation of Warrant
Agent. Any person into which the Warrant Agent may be merged or converted or with which it may be consolidated or any person
resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party or any person succeeding to
the shareowner services business of the Warrant Agent or any successor Warrant Agent shall be the successor Warrant Agent under
this Warrant Agreement, without any further act or deed. For purposes of this Warrant Agreement, “person” shall mean
any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust or other entity, and
shall include any successor (by merger or otherwise) thereof or thereto.


 


9. Miscellaneous Provisions.


 


9.1. Persons Having Rights under this Warrant
Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from any of the provisions hereof is
intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the Holders
any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or
agreement hereof.


 


9.2. Examination of the Warrant Agreement.
A copy of this Warrant Agreement shall be available at all reasonable times at the office of the Warrant Agent designated for such
purpose for inspection by any Holder. Prior to such inspection, the Warrant Agent may require any such holder to provide reasonable
evidence of its interest in the Warrants.


 


9.3. Counterparts. This Warrant Agreement
may be executed in any number of original, facsimile or electronic counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.4. Effect of Headings. The Section
headings herein are for convenience only and are not part of this Warrant Agreement and shall not affect the interpretation thereof.


 


10. Certain Definitions.


 


As used herein, the following terms shall have
the following meanings:


 


(i) “Adjustment Right” means
any right granted with respect to any securities issued in connection with, or with respect to, any issuance, sale or delivery
(or deemed issuance, sale or delivery in accordance with Section 4) of ADSs or Ordinary Shares (other than rights of the type described
in Section 4.2 and 4.3 hereof) that could result in a decrease in the net consideration received by the Company in connection with,
or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar
rights) but excluding anti-dilution and other similar rights (including pursuant to Section 4.4 of this Agreement).


 


(iii) [RESERVED]


 


(iv) [RESERVED]


 


(v) [RESERVED]


 


(vi) [RESERVED]


 


(vii) [RESERVED]


 


(viii) [RESERVED]


 


(ix) “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) the volume weighted average price of the ADSs for such date (or the nearest preceding
date) on the OTC Bulletin Board, (c) if the ADSs are not then listed or quoted for trading on the OTC Bulletin Board and if prices
for the ADSs are then reported in the OTCQB maintained by OTC Markets Group, 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 Company, the fees and expenses of which
shall be paid by the Company.


 




    	 	15	 



     


    

 


IN WITNESS WHEREOF, this Warrant Agent Agreement
has been duly executed by the parties hereto as of the day and year first above written.


 


	 	IMMURON LIMITED
	 	 	 
	 	By: 	 
	 	Name:
	 	Title:
	 	 	 
	 	Address for notices:
	 	[___________]
	 	Attention:
	 	Telephone:
	 	Facsimile:
	 	E-mail:
	 	 	 
	 	THE BANK OF NEW YORK MELLON,
	 	As Warrant Agent
	 	 	 
	 	By: 	 
	 	Name:
	 	Title:


 


Annex A Form of Warrant Certificates


Annex B Election to Purchase


Annex C Authorized Representatives


Annex D Form of Warrant Certificate Request Notice


 




    	 	16	 



     


    

 


ANNEX A


 


[TO
BE INCLUDED IN THE GLOBAL CERTIFICATE]


 


[Unless
this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”),
to issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name
of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.]


 


IMMURON LIMITED.

WARRANT CERTIFICATE

NOT EXERCISABLE AFTER __________, ___________


 


This certifies
that the person whose name and address appears below, or registered assigns, is the registered owner of the number of
Warrants set forth below. Each Warrant entitles its registered holder to purchase from Immuron Limited, a company
incorporated under the laws of the Commonwealth of Australia (the “Company”) at any time prior to 5:00
P.M. (New York City time) on May _______, 2022, at the designated office of The Bank of New York Mellon, as warrant agent
(the “Warrant Agent”) set forth below, one American Depositary Share (each, an “ADS”),
each ADS representing 40 ordinary shares, no par value per share, of the Company (each, a “Share” and
collectively, the “Shares”), at price of US$_________ per whole ADS, subject to possible adjustments as
provided in the Warrant Agreement (as defined below). Exercising warrant holders will also be required to deposit with the
Warrant Agent an amount up to $0.05 for each ADS issued pursuant to the Warrants (the “Issuance Fee”) to
pay the issuance fees of the Depositary under the Amended and Restated Deposit Agreement dated as of May _________, 2017 (the
“Deposit Agreement”) among the Company, The Bank of New York Mellon, as depositary, and all Owners and
Holders (each as defined in the Deposit Agreement) from time to time of the ADSs issued thereunder.


 


This Warrant Certificate,
with or without other Warrant Certificates, upon surrender at the designated office of the Warrant Agent, may be exchanged for
another Warrant Certificate or Warrant Certificates evidencing the same number of Warrants as the Warrant Certificate or Warrant
Certificates surrendered. A transfer of the Warrants evidenced hereby may be registered upon surrender of this Warrant Certificate
at the designated office of the Warrant Agent by the registered holder in person or by a duly authorized attorney, properly endorsed
or accompanied by proper instruments of transfer, a signature guarantee, and such other and further documentation as the Warrant
Agent may reasonably request and duly stamped as may be required by the laws of the State of New York and of the United States
of America.


 


The terms and conditions
of the Warrants and the rights and obligations of the holder of this Warrant Certificate are set forth in the Warrant Agent Agreement
dated as of ______ , 2017 (the “Warrant Agreement”) between the Company and the Warrant Agent. A copy of the
Warrant Agreement is available for inspection during business hours at the office of the Warrant Agent.


 


This Warrant Certificate
shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Warrant
Agent.


 




    	 	17	 



     


    

 


WITNESS the facsimile signature of a proper
officer of the Company.


 


	 	 	IMMURON LIMITED
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


Dated: ______, 2017

Countersigned:


 


	THE BANK OF NEW YORK MELLON,	 
	as Warrant Agent	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 


PLEASE DETACH HERE


 





 



 


Certificate No.:_________ Number of Warrants:__________


 


WARRANT CUSIP NO.: _________


 


IMMURON LIMITED


 


	[Name & Address of Holder]	THE BANK OF NEW YORK MELLON, Warrant Agent
	 	
        By mail:

        The Bank of New York Mellon

        c/o Voluntary Corporate Actions

        PO Box 43011

        Providence, RI  02940-3011

         

        By hand or overnight courier: 

        The Bank of New York Mellon

        c/o Voluntary Corporate Actions

        250 Royall St, Suite V

        Canton, MA  02021  



 




    	 	18	 



     


    

 


ANNEX B


 


[Form of Election to Purchase]


 


(To Be Executed Upon Exercise Of Warrants not
evidenced by a Global Certificate)


 


The undersigned hereby irrevocably elects to
exercise the right, represented by Warrants evidenced by this Warrant Certificate, to receive                 
ADSs and herewith tenders payment for such ADSs to the order of The Bank of New York Mellon, in the amount of US$             
in accordance with the terms hereof.


 


OR


 


[In cases where cashless exercise is permitted
under the Warrant Agreement] — The undersigned hereby irrevocably elects to exercise the right, represented by Warrants evidenced
by this Warrant Certificate, to receive                ADSs
(before giving effect to the cashless exercise provisions) and herewith agrees to make payment therefor pursuant to the cashless
exercise provisions of the Warrant Agreement, all on the terms and the conditions specified in the Warrant Agent Agreement.


 


The undersigned requests that a certificate
for such ADSs be registered in the name of


 


______________________________________________________________________,
whose address is


 


_______________________________________________________________________ 
and that such


 


certificate be delivered to __________________________________________________,
whose address is


 


_________________________________________________________________________________.


 


If the number of Warrants being exercised hereby
is less than all the Warrants evidenced by this Warrant Certificate, the undersigned requests that a new Warrant Certificate representing
the remaining unexercised Warrants be registered in the name of


 


_____________________________________________________________________,
whose address is


 


___________________________________________________________________________________,


 


and that such Warrant Certificate be delivered
to


 


________________________________________________________________________,
whose address is


 


______________________________________________________________________________________.


 


	Date: 	 	 	 
	 	 	 	(Signature of holder)





Place signature guarantee stamp here:


 


Signatures must be guaranteed by an “eligible guarantor institution”
meeting the requirements of the Warrant Agent, which requirements include membership or participation in the Security Transfer
Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the
Warrant Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 




    	 	19	 



     


    

 


ANNEX C


 


AUTHORIZED REPRESENTATIVES


 


	Name	 	Title	 	Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 




    	 	20	 



     


    

 


ANNEX D


 


Annex D: Form of Warrant Certificate Request
Notice


 


WARRANT CERTIFICATE REQUEST NOTICE


 


To: The Bank of New York Mellon as
Warrant Agent for Immuron Limited (the “Company”)


 


The undersigned participant (the
“Participant”) in The Depository Trust Company (“DTC”) is surrendering Warrants of the Company to the Depositary
through the DTC system and hereby requests that a separate certificate evidencing those Warrants be issued and delivered as follows::


 


		1.	Registered Holder Name: ______________________________________________________



 


		2.	Registered Holder Address:



 


___________________________________________________________________________


 


		3.	Number of Warrants to be Evidenced: ____________________________________________



 


		4.	DTC Transaction Reference No.: _______________________________________________



 


		5.	Warrant Certificate shall be delivered to the following address:



 


	 
	 
	 
	 
	 
	 
	 


 


Participant Name: ____________________________________________________________


 


Participant No.:_____________________________________________________________


 


Signature of Participant Signatory:______________________________________________


 


Name of Participant Signatory:_______________________________________________


 


Telephone No. of Participant Signatory:__________________________________________


 




    	 	21