ADDENDUM
TO


COMMON
STOCK PURCHASE WARRANT


DOCUMENT
W-04122016


 


This
Addendum dated April 12, 2016 between Immune Therapeutics, Inc. (the “Company” or the “Issuer”) and JMJ
Financial (the “Holder” or the “Investor”) supplements and applies to the Common Stock Purchase Warrant
Document W-04062016 between the Issuer and the Investor.


 


NOW,
THEREFORE, the parties agree as follows:


 


1.
Default. Each of the following are an event of default under the Warrant: (i) the Issuer shall breach or fail to honor
any other term of this Warrant, any term under any other document related to this Warrant, or any other written agreement between
the Issuer and the Investor (collectively, the “Transaction Documents”), including, without limitation, the Issuer’s
obligation to reserve at all times a sufficient number of shares to provide for the issuance of common stock upon the full exercise
of the Warrant pursuant to Section 2.2 of the Securities Purchase Agreement; or (ii) the Issuer fails to keep available a sufficient
number of authorized, unissued and unreserved shares of common stock (other than shares of common stock reserved for the Investor)
to permit the Investor to increase its share reserve to such number of shares as equals three times the number of shares necessary
to provide for full exercise of Warrants owned by the Investor; or (iii) the Issuer’s failure to increase the number of
authorized shares of common stock of the Issuer within sixty days of having a number of authorized, unissued, and unreserved shares
of common stock (excluding shares of common stock reserved for the Investor) of less than three times the number of shares necessary
to provide for the issuance of common stock upon full exercise of the warrants owned by the Investor; or (iv) the Issuer terminates
or replaces the entity or person serving as the transfer agent for the Issuer without obtaining the previous written consent of
the Investor thirty days in advance of such termination or replacement; or (v) the Issuer’s failure to appoint a new transfer
agent approved by the Investor (such approval not to be unreasonably withheld) and to provide the Investor, within five business
days following termination, resignation or replacement of the current transfer agent, an irrevocable instruction and share reservation
letter, executed by the Issuer and the new transfer agent, providing rights to the Investor identical to the rights provided to
the Investor in the irrevocable instruction and share reservation letter between the Issuer, the Investor, and the terminated,
resigned or replaced transfer agent; or (vi) the Issuer shall become insolvent or generally fails to pay, or admits in writing
its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (vii) the Issuer shall make
a general assignment of all of its assets for the benefit of creditors; or (viii) the Issuer shall file a petition for relief
under any bankruptcy, insolvency or similar law (domestic or foreign); or (ix) an involuntary proceeding shall be commenced or
filed against the Issuer that is not dismissed within 30 days; or (x) the Issuer shall lose its status as “DTC Eligible”
or the Issuer’s shareholders shall lose the ability to deposit (either electronically or by physical certificates, or otherwise)
shares into the DTC System; or (xi) the Issuer shall become delinquent in its filing requirements as a fully-reporting issuer
registered with the SEC for more than 30 days; or (xii) the Issuer shall fail to meet all requirements to satisfy the availability
of Rule 144 to the Investor or its assigns including but not limited to timely fulfillment of its filing requirements as a fully-reporting
issuer registered with the SEC, and requirements for XBRL filings, for a period of more than 10 days; or (xiii) the Issuer shall
fail to meet the requirements to satisfy the availability of Rule 144 to the Investor or its assigns relating to the disclosure
of financial statements on the Issuer’s website for a period of more than 2 days after receiving notice from the Investor
that such requirements have not been met.


 


2.Remedies.
For each notice of exercise of a warrant, in the event that shares are not delivered by the fifth business day (inclusive of the
day of conversion) due to no fault of the Investor, a fee of $2,000 per day will be assessed for each day after the fifth business
day (inclusive of the day of the conversion) until share delivery is made; and such fee will be added to the Aggregate Exercise
Amount of the Warrant (under the Investor’s and the Issuer’s expectations that any penalty amounts will tack back
to the Initial Issue Date of the Warrant). Upon each occurrence of any other event of default enumerated in Section 2 above which
is not cured within two days following notice from Investor, the Investor may asses and apply a fee against the Issuer of $25,000
at any time any Aggregate Exercise Amount remains outstanding on this Warrant, regardless of whether such event of default has
been cured or remedied. The parties agree that the fee shall be added to the Aggregate Exercise Amount of the Warrant and shall
tack back to the Initial Issue Date of the Warrant for purposes of Rule 144. The Investor agrees that for each Event of Default
that triggers a remedy under this Section, the Investor may apply the liquidated damages amount to either the Note or the Warrant,
at its election, but shall not apply duplicated liquidated damages to both the Note and the Warrant for the same occurrence of
an Event of Default. The parties acknowledge and agree that upon an event of default, Investor’s damages would be uncertain
and difficult (if not impossible) to accurately estimate because of the parties’ inability to predict future interest rates
and future share prices, Investor’s increased risk, and the uncertainty of the availability of a suitable substitute investment
opportunity for Investor, among other reasons. Accordingly, any fees, charges, and default interest due under this Note or any
other Transaction Document between the parties are intended by the parties to be, and shall be deemed, liquidated damages. The
parties agree that such liquidated damages are a reasonable estimate of Investor’s actual damages and not a penalty, and
shall not be deemed in any way to limit any other right or remedy Investor may have hereunder, at law or in equity. The parties
acknowledge and agree that under the circumstances existing at the time this Note is entered into, such liquidated damages are
fair and reasonable and are not penalties. All fees, charges, and default interest provided for in this Note and the Transaction
Documents are agreed to by the parties to be based upon the obligations and the risks assumed by the parties as of the Effective
Date and are consistent with investments of this type. The liquidated damages provisions shall not limit or preclude a party from
pursuing any other remedy available at law or in equity; provided, however, that the liquidated damages are intended to be in
lieu of actual damages.


 




    	 	 	 



     

    


 


IN
WITNESS WHEREOF, the parties have caused this Addendum to be executed by its officers on the dates indicated below.


 


	Issuer:	 	Investor:
	 	 	 
	/s/
    Noreen Griffin	 	/s/
    JMJ Financial
	Noreen
    Griffin	 	JMJ
    Financial
	Immune
    Therapeutics, Inc.	 	Its
    Principal
	Chief
    Executive Officer	 	 


 


	Date:
    4/12/2016	Date:
    4/12/2016


 




    	 	 	 



     

    


 


THIS
WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.


 


COMMON
STOCK PURCHASE WARRANT


DOCUMENT
W-04122016


 


IMMUNE
THERAPEUTICS, INC.


 


	Warrant
    Shares: 3,515,621	Initial
    Issue Date: April 12, 2016
	Aggregate
    Exercise Amount: $492,187	 


 


THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, JMJ Financial, its Principal,
or its assigns (the “Investor” or 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 the date hereof (the “Initial
Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date
(as subject to adjustment hereunder, the “Termination Date”), to subscribe for and purchase from IMMUNE THERAPEUTICS,
INC., a Florida corporation (the “Issuer” or the “Company”), up to 3,515,621 shares (as
subject to adjustment herein, the “Warrant Shares”) of common stock of the Company (the “Common Stock”).
The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section
1.2.


 


ARTICLE
1 EXERCISE RIGHTS


 


The
Holder will have the right to exercise this Warrant to purchase shares of Common Stock as set forth below. Capitalized terms used
and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement Document SPA-04122016
dated April 12, 2016 between the Company and the Holder (the “Agreement”).


 


1.1Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, from and after the
Initial Exercise Date, and then at any time, by delivery to the Company (or such other office or agency of the Company as it may
designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of
a duly executed facsimile or emailed copy of the Notice of Exercise form annexed hereto. Within three (3) business days following
the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable
Notice of Exercise by wire transfer or check drawn on a United States bank unless the cashless exercise procedure specified in
Section 1.3 below is specified in the applicable Notice of Exercise. Partial exercises of this Warrant resulting in purchases
of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number
of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and
the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company
shall deliver any objection to any Notice of Exercise form within 24 hours of receipt of such notice. The Holder and any assignee,
by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase
of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time
may be less than the amount stated on the face hereof.


 


1.2Exercise
Price. The exercise price per share of Common Stock under this Warrant shall be $0.14 per share, subject to adjustment hereunder
(the “Exercise Price”). The aggregate exercise price is $492,187.


 




    	 	1	 



     

    


 


1.3Cashless
Exercise. If at any time after the earlier of (i) the six (6) month anniversary of the date of the Agreement and (ii) the
completion of the then-applicable holding period required by Rule 144, or any successor provision then in effect, there is no
effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the
Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise”
in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B)
(X)] by (A), where:


 


	 	(A)
    = 	the
    VWAP on the trading day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless
    exercise,” as set forth in the applicable Notice of Exercise;
	 	 	 
	 	(B)
    =	the
Exercise Price of this Warrant, as adjusted hereunder; and 
	 	 	 
	 	(X)
    = 	the
    number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant
    if such exercise were by means of a cash exercise rather than a cashless exercise.


 


1.4Termination.
This Warrant shall terminate 5 years from the Initial Exercise Date identified above unless mutually agreed upon in writing by
the Holder and the Company.


 


1.5Delivery
of Warrant Shares. Warrant Shares purchased hereunder will be delivered to Holder by 2:30 pm EST within five (5) business
days of Notice of Exercise by “DWAC/FAST” electronic transfer (such date, the “Warrant Share Delivery Date”).
For example, if Holder delivers a Notice of Exercise to the Company at 5:15 pm eastern time on Monday January 1st,
the Company’s transfer agent must deliver shares to Holder’s broker via “DWAC/FAST” electronic transfer
by no later than 2:30 pm eastern time on Friday January 5th. The Warrant Shares shall be deemed to have been issued, and Holder
or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all
purposes, as of the date of delivery of the Notice of Exercise. Holder may assess penalties or liquidated damages (both referred
to herein as “penalties”) as follows. For each exercise, in the event that shares are not delivered by the fifth business
day (inclusive of the day of exercise), the Company shall pay the Holder in cash a penalty of $2,000 per day for each day after
the fifth business day (inclusive of the day of exercise) until share delivery is made. The Company will not be subject to any
penalties once its transfer agent correctly processes the shares to the DWAC system. The Company will make its best efforts
to deliver the Warrant Shares to the Holder the same day or next day.


 


1.6Delivery
of Warrant. The Holder shall not be required to physically surrender this Warrant to the Company. If the Holder has purchased
all of the Warrant Shares available hereunder and the Warrant has been exercised in full, this Warrant shall automatically be
cancelled without the need to surrender the Warrant to the Company for cancellation. If this Warrant shall have been exercised
in part, the Company shall, at the request of Holder and upon surrender of this Warrant, at the time of delivery of the Warrant
Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called
for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant and, for purposes of Rule 144,
shall tack back to the original date of this Warrant.


 


1.7Warrant
Exercise Rescission Rights. For any reason in Holder’s sole discretion, including if the Warrant Shares are not delivered
by DWAC/FAST electronic transfer or in accordance with the timeframe stated in Section 1.5, or for any other reason, Holder may,
at any time prior to selling those Warrant Shares rescind such exercise, in whole or in part, in which case the Company must,
within three (3) days of receipt of notice from the Holder, repay to the Holder the portion of the exercise price so rescinded
and reinstate the portion of the Warrant and equivalent number of Warrant Shares for which the exercise was rescinded and, for
purposes of Rule 144, such reinstated portion of the Warrant and the Warrant Shares shall tack back to the original date of this
Warrant. If Warrant Shares were issued to Holder prior to Holder’s rescission notice, upon return of payment from the Company,
Holder will, within three (3) days of receipt of payment, commence procedures to return the Warrant Shares to the Company.


 




    	 	2	 



     

    


 


1.8Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder,
if the Company fails to cause its transfer agent to transmit to the Holder the Warrant Shares on or before the Warrant Share Delivery
Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or
the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder
of the Warrant Shares which the Holder 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 Holder’s total purchase price (including brokerage
commissions and other fees, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying
(1) the number of Warrant Shares 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 (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not
honored (in which case such exercise shall be deemed rescinded), (y) deliver to the Holder the number of shares of Common Stock
that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder, or (z) pay in
cash to the Holder the amount obtained by multiplying (1) the number of Warrant Shares 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. 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.


 


1.9Make-Whole
for Market Loss after Exercise. At the Holder’s election, if the Company fails for any reason to deliver to the Holder
the Warrant Shares by DWAC/FAST electronic transfer (such as by delivering a physical certificate) and if the Holder incurs a
Market Price Loss, then at any time subsequent to incurring the loss the Holder may provide the Company written notice indicating
the amounts payable to the Holder in respect of the Market Price Loss and the Company must make the Holder whole as follows:


 


Market
Price Loss = [(High trade price on the day of exercise) x (Number of Warrant Shares)] – [(Sales price realized by Holder)
x (Number of Warrant Shares)]


 


The
Company must pay the Market Price Loss by cash payment, and any such cash payment must be made by the third business day from
the time of the Holder’s written notice to the Company.


 


1.10Make-Whole
for Failure to Deliver Loss. At the Holder’s election, if the Company fails for any reason to deliver to the Holder
the Warrant Shares by the Warrant Share Delivery Date and if the Holder incurs a Failure to Deliver Loss, then at any time the
Holder may provide the Company written notice indicating the amounts payable to the Holder in respect of the Failure to Deliver
Loss and the Company must make the Holder whole as follows:


 


Failure
to Deliver Loss = [(High trade price at any time on or after the day of exercise) x (Number of Warrant Shares)]


 


The
Company must pay the Failure to Deliver Loss by cash payment, and any such cash payment must be made by the third business day
from the time of the Holder’s written notice to the Company.


 


1.11Choice
of Remedies. Nothing herein, including, but not limited to, Holder’s electing to pursue its rights under Sections 1.9
or 1.10 of this Warrant, shall limit a Holder’s right 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 shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 


1.12Charges,
Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or
other incidental expense in respect of the issuance of such shares, all of which taxes and expenses shall be paid by the Company,
and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder. The
Company shall pay all transfer agent fees required for same-day processing of any Notice of Exercise.


 


1.13Holder’s
Exercise Limitations. Unless otherwise agreed in writing by both the Company and the Holder, at no time will the Holder exercise
any amount of this Warrant to purchase Common Stock that would result in the Holder owning more than 4.99% of the Common Stock
outstanding of the Company (the “Beneficial Ownership Limitation”). Upon the written or oral request of Holder,
the Company shall within twenty-four (24) hours confirm orally and in writing to the Holder the number of shares of Common Stock
then outstanding.


 




    	 	3	 



     

    


 


ARTICLE
2 ADJUSTMENTS


 


2.1Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable
in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon
exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including
by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification
of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied
by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding
immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately
after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that
the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 2.1 shall become
effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


2.2Subsequent
Equity Sales. If the Company, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or
sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase
or other disposition) any Common Stock (including pursuant to the terms of any outstanding securities issued prior to the issuance
of this security (including, but not limited to, warrants, convertible notes, or other agreements)) or any security entitling
the holder thereof (including sales or grants to the Holder) to acquire Common Stock, including, without limitation, any debt,
preferred stock, right, option, warrant or other instrument that is convertible into or exercisable or exchangeable for, or otherwise
entitles the holder thereof to receive, Common Stock (a “Common Stock Equivalent”), at an effective price per
share less than the Exercise Price then in effect (such lower price, the “Base Share Price” and such issuances
collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock
or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions,
floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued
in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than
the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive
Issuance at such effective price regardless of whether such holder has received or ever receives shares at such effective price),
then simultaneously with the consummation of each Dilutive Issuance the Exercise Price shall be reduced and only reduced to equal
the Base Share Price and consequently the number of Warrant Shares issuable hereunder shall be increased such that the Aggregate
Exercise Amount hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the Aggregate Exercise
Amount prior to such adjustment. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued.
The Company shall notify the Holder, in writing, no later than the business day following the issuance or deemed issuance of any
Common Stock or Common Stock Equivalents subject to this Section 2.2, indicating therein the applicable issuance price, or applicable
reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”).
In addition, the Company and/or its transfer agent shall provide the Holder, whenever the Holder requests at any time while this
Warrant is outstanding, a schedule of all issuances of Common Stock or Common Stock Equivalents since the date of the Agreement,
including the applicable issuance price, or applicable reset price, exchange price, conversion price, exercise price and other
pricing terms. The term issuances shall also include all agreements to issue, or prospectively issue Common Stock or Common Stock
Equivalents, regardless of whether the issuance contemplated by such agreement is consummated. The Company shall notify the Holder
in writing of any issuances within twenty-four (24) hours of such issuance. For purposes of clarification, whether or not the
Company provides a Dilutive Issuance Notice pursuant to this Section 2.2, upon the occurrence of any Dilutive Issuance, the Holder
is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately
refers to the Base Share Price in the Notice of Exercise. If the Company enters into a Variable Rate Transaction, the Company
shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at
which such securities may be converted or exercised. “Variable Rate Transaction” means a transaction in which
the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include
the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other
price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after
the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to
being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified
or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii)
enters into any agreement, including, but not limited to, an equity line of credit, whereby the Company may sell securities at
a future determined price.


 




    	 	4	 



     

    


 


2.3Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 2.1 or 2.2 above, if at any time the Company grants,
issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the
record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled
to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired
if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard
to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the
date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date
as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights
(provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the
Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right
to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and
such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would
not result in the Holder exceeding the Beneficial Ownership Limitation).


 


2.4Pro
Rata Distributions. If the Company, at any time while this Warrant is outstanding, shall distribute to all holders of Common
Stock (and not to the Holder) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants
to subscribe for or purchase any security other than the Common Stock (which shall be subject to Section 2.3), then in each such
case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date fixed
for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the VWAP
determined as of the record date mentioned above, and of which the numerator shall be such VWAP on such record date less the then
per share fair market value at such record date of the portion of such assets or evidence of indebtedness or rights or warrants
so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith.
In either case the adjustments shall be described in a statement provided to the Holder of the portion of assets or evidences
of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made
whenever any such distribution is made and shall become effective immediately after the record date mentioned above.


 


2.5Notice
to Holder. Whenever the Exercise Price is adjusted pursuant to any provision of this Article 2, the Company shall promptly
notify the Holder (by written notice) setting forth the Exercise Price after such adjustment and any resulting adjustment to the
number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 


ARTICLE
3 COMPANY COVENANTS


 


3.1Reservation
of Shares. As set forth in Section 2.2 of document SPA-04122016, as of the issuance date of this Warrant and for the remaining
period during which the Warrant is exercisable, the Company will reserve from its authorized and unissued Common Stock a sufficient
number of shares to provide for the issuance of Warrant Shares upon the full exercise of this Warrant. The Company represents
that upon issuance, such Warrant Shares will be duly and validly issued, fully paid and non-assessable. The Company agrees that
its issuance of this Warrant constitutes full authority to its officers, agents and transfer agents who are charged with the duty
of executing and issuing shares to execute and issue the necessary Warrant Shares upon the exercise of this Warrant. No further
approval or authority of the stockholders of the Board of Directors of the Company is required for the issuance of the Warrant
Shares.


 




    	 	5	 



     

    


 


3.2No
Adverse Actions. Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including,
without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the
taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against
impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares
above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action
as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Warrant
Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions
or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform
its obligations under this Warrant.


 


ARTICLE
4 MISCELLANEOUS


 


4.1Representation
by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any
exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for
distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities
law, except pursuant to sales registered or exempted under the Securities Act.


 


4.2Transferability.
Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder (including, without limitation,
any registration rights) are transferable, in whole or in part, by a written assignment of this Warrant duly executed by the Holder
or its agent or attorney. If necessary to obtain a new warrant for any assignee, the Company, upon surrender of this Warrant,
shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination
or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion
of this Warrant not so assigned, and such new Warrants, for purposes of Rule 144, shall tack back to the original date of this
Warrant. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant
Shares without having a new Warrant issued.


 


4.3Assignability.
The Company may not assign this Warrant. This Warrant will be binding upon the Company and its successors, and will inure to the
benefit of the Holder and its successors and assigns, and may be assigned by the Holder to anyone of its choosing without the
Company’s approval.


 


4.4Notices.
Any notice required or permitted hereunder must be in writing and either personally served, sent by facsimile or email transmission,
or sent by overnight courier. Notices will be deemed effectively delivered at the time of transmission if by facsimile or email,
and if by overnight courier the business day after such notice is deposited with the courier service for delivery.


 


4.5Governing
Law, Legal Proceedings, and Arbitration. This Warrant will be governed by, construed
and enforced in accordance with the substantive laws of the State of Nevada, without regard to the conflict of laws principles
thereof. The parties hereby warrant and represent that the selection of Nevada law as governing under this Warrant (i) has a reasonable
nexus to each of the Parties and to the transactions contemplated by the Warrant; and (ii) does not offend any public policy of
Nevada, Florida, or of any other state, federal, or other jurisdiction.


 


Any
action brought by either party against the other arising out of or related to this Warrant, or any other agreements between the
parties, shall be commenced only in the state or federal courts of general jurisdiction located in Miami-Dade County, in the State
of Florida, except that all such disputes between the parties shall be subject to alternative dispute resolution through binding
arbitration at the Investor’s sole discretion and election (regardless of which party initiates the legal proceedings).
The parties agree that, in connection with any
such arbitration proceeding, each shall submit or file any claim which would constitute a compulsory counterclaim within the same
proceeding as the claim to which it relates. Any such claim that is not submitted or filed in such proceeding shall be waived
and such party will forever be barred from asserting such a claim. Both parties and the individuals signing this Note agree to
submit to the jurisdiction of such courts or to such arbitration panel, as the case may be.


 




    	 	6	 



     

    


 


If
the Investor elects alternative dispute resolution by arbitration, the arbitration proceedings shall be conducted in Miami-Dade
County and administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and Mediation
Procedures in effect on the Issue Date of this Warrant, except as modified by this Warrant. The Investor’s demand for arbitration
shall be made in writing, delivered to the other party, and filed with the American Arbitration Association. The American Arbitration
Association must receive the demand for arbitration prior to the date when the institution of legal or equitable proceedings would
be barred by the applicable statute of limitations, unless legal or equitable proceedings between the parties have already commenced,
and the receipt by the American Arbitration Association of a written demand for arbitration also shall constitute the institution
of legal or equitable proceedings for statute of limitations purposes. The parties shall be entitled to limited discovery at the
discretion of the arbitrator(s) who may, but are not required to, allow depositions. The parties acknowledge that the arbitrators’
subpoena power is not subject to geographic limitations. The arbitrator(s) shall have the right to award individual relief which
he or she deems proper under the evidence presented and applicable law and consistent with the parties’ rights to, and limitations
on, damages and other relief as expressly set forth in this Warrant. The award and decision of the arbitrator(s) shall be conclusive
and binding on all parties, and judgment upon the award may be entered in any court of competent jurisdiction. The Investor reserves
the right, but shall have no obligation, to advance the Issuer’s share of the costs, fees and expenses of any arbitration
proceeding, including any arbitrator fees, in order for such arbitration proceeding to take place, and by doing so will not be
deemed to have waived or relinquished its right to seek the recovery of those amounts from the arbitrator, who shall provide for
such relief in the final award, in addition to the costs, fees, and expenses that are otherwise recoverable. The foregoing agreement
to arbitrate shall be specifically enforceable under applicable law in any court having jurisdiction thereof.


 


4.6Delivery
of Process by Holder to the Company. In the event of any action or proceeding by Holder against the Company, and only by Holder
against the Company, service of copies of summons and/or complaint and/or any other process which may be served in any such action
or proceeding may be made by Holder via U.S. Mail, overnight delivery service such as FedEx or UPS, email, fax, or process server,
or by mailing or otherwise delivering a copy of such process to the Company at its last known address or to its last known attorney
set forth in its most recent SEC filing.


 


4.7No
Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights
as a stockholder of the Company prior to the exercise hereof as set forth in Section 1.1. So long as this Warrant is unexercised,
this Warrant carries no voting rights and does not convey to the Holder any “control” over the Company, as such term
may be interpreted by the SEC under the Securities Act or the Exchange Act, regardless of whether the price of the Company’s
Common Stock exceeds the Exercise Price.


 


4.8Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase
Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder
for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.


 


4.9Attorney
Fees. In the event any attorney is employed by either party to this Warrant with regard to any legal or equitable action,
arbitration or other proceeding brought by such party for the enforcement of this Warrant or because of an alleged dispute, breach,
default or misrepresentation in connection with any of the provisions of this Warrant, the prevailing party in such proceeding
will be entitled to recover from the other party reasonable attorneys’ fees and other costs and expenses incurred, in addition
to any other relief to which the prevailing party may be entitled.


 


4.10Opinion
of Counsel. In the event that an opinion of counsel is needed for any matter related to this Warrant, Holder has the right
to have any such opinion provided by its counsel. Holder also has the right to have any such opinion provided by the Company’s
counsel.


 


4.11Nonwaiver.
No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of
such right or otherwise prejudice the Holder’s rights, powers or remedies.


 




    	 	7	 



     

    


 


4.12Amendment
Provision. The term “Warrant” and all references thereto, as used throughout this instrument, means this instrument
as originally executed, or if later amended or supplemented, then as so amended or supplemented.


 


4.13No
Shorting. Holder agrees that so long as this Warrant remains unexercised in whole or in part, Holder will not enter into or
effect any “short sale” of the common stock or hedging transaction which establishes a net short position with respect
to the common stock of the Company. The Company acknowledges and agrees that as of the date of delivery to the Company of a fully
and accurately completed Notice of Exercise, Holder immediately owns the common shares described in the Notice of Exercise and
any sale of those shares issuable under such Notice of Exercise would not be considered short sales.


 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first
above indicated.


 


	 	IMMUNE THERAPEUTICS, INC.
	 	 	 
	 	By:
    	/s/
    Noreen Griffin
	 	 	Noreen
    Griffin
	 	 	Chief
    Executive Officer
	 	 	 
	 	HOLDER:
	 	 	 
	 	 	/s/
    JMJ Financial
	 		JMJ
    Financial / Its Principal


 




    	 	8	 



     

    


 


NOTICE
OF EXERCISE


 


	To:	IMMUNE
    THERAPEUTICS, INC.


 


(1)The
undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only
if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes,
if any.


 


(2)Payment
shall take the form of (check applicable box):


 


[  ] in lawful money of the United States; or


 


[  ] the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in Section 1.3,
to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in Section 1.3.


 


(3)Please
issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is
specified below:


 


_______________________________


 


The
Warrant Shares shall be delivered to the following DWAC Account Number:


 


_______________________________


 


_______________________________


 


_______________________________


 


(4)
Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under
the Securities Act of 1933, as amended.


 


[SIGNATURE
OF HOLDER]


 


Name:
_______________________________________


Date:
________________________________________


 




    	 	 	 



     

    


 


SECURITIES
PURCHASE AGREEMENT


DOCUMENT
SPA-04122016


 


This
Securities Purchase Agreement (this “Agreement”) is dated as of April 12, 2016, between Immune Therapeutics,
Inc., a Florida corporation (the “Issuer”) and JMJ Financial (the “Investor”) (referred
to collectively herein as the “Parties”).


 


WHEREAS,
the Issuer desires to sell and Investor desires to purchase a Promissory Note, which shall be due, subject to the terms therein,
nine (9) months from its effective date of issuance, issued by the Issuer to the Investor, in the form of Exhibit A attached hereto
(the “Note”), a Warrant to purchase 3,515,621 shares of the Issuer’s common stock for a period of five
(5) years from the date hereof, issued by the Issuer to the Investor, in the form of Exhibit B attached hereto (the “Warrant”),
and $75,000 worth of shares of common stock of the Issuer (the “Origination Shares,” and together with the
Note and the Warrant, the “Securities”) as set forth below;


 


NOW,
THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Issuer and the Investor agree as follows:


 


ARTICLE
I PURCHASE AND SALE


 


1.1Purchase
and Sale. Upon the terms and subject to the conditions set forth herein, the Issuer agrees to sell, and the Investor agrees
to purchase the Note, in an aggregate principal amount of $656,250, a Warrant to purchase 3,515,621 shares of Issuer common stock
with an aggregate exercise price of $492,187, and the Origination Shares. The Investor shall deliver to the Issuer, via wire transfer,
immediately available funds in the amount of US $525,000 (the “Purchase Price”) and the Issuer shall deliver
to the Investor the Note, the Warrant, and the Origination Shares, and the Issuer and the Investor shall deliver any other documents
or agreements related to this transaction.


 


1.2Effective
Date. This Agreement will become effective only upon occurrence of the two following events: execution of this Agreement,
the Note, and the Warrant by both the Issuer and the Investor, and delivery of the first payment of the Purchase Price by the
Investor to the Issuer.


 


1.3Origination
Shares. The Issuer shall deliver the Origination Shares to the Investor as follows:


 


1.3.1Within
five (5) trading days after the effective date of this Agreement, the Issuer shall deliver to the Investor such number of duly
and validly issued, fully paid and non-assessable Origination Shares as equals $75,000 divided by the lowest daily closing price
of the Issuer’s common stock during the ten days prior to delivery of the Origination Shares, but not less than 500,000
shares.


 


ARTICLE
II MISCELLANEOUS


 


2.1Successors
and Assigns. This Agreement may not be assigned by the Issuer without the Investor’s prior written consent. The Investor
may assign any or all of its rights under this Agreement and agreements related to this transaction. The terms and conditions
of this Agreement shall inure to the benefit of, and be binding upon, the respective successors and permitted assigns of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto or their respective
successors, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.


 


2.2Reservation
of Shares. At all times during which this Note is outstanding or the Investor owns any Warrant exercisable for shares of the
Issuer, the Issuer will reserve for the Investor from its authorized and unissued shares of common stock a number of shares of
not less than three times the number of shares necessary to provide for full conversion of this Note and full exercise of such
Warrants. The Issuer initially shall reserve at least 15,000,000 shares of common stock for the Investor. The Issuer represents
that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. The Issuer agrees that its issuance
of this Note and the Warrant constitutes full authority to its officers, agents and transfer agents who are charged with the duty
of executing and issuing shares to execute and issue the necessary shares of common stock upon the exercise of this Note and the
Warrant. No further approval or authority of the stockholders or the Board of Directors of the Issuer will be required for the
issuance and sale of the Securities to be sold by the Issuer as contemplated by this Agreement or for the issuance of the shares
contemplated by this Note or the Warrant. The Issuer represents that ClearTrust LLC serves as the Issuer’s transfer agent
as of the date of this Agreement. The Issuer acknowledges that ClearTrust LLC is a party to an irrevocable instruction and share
reservation letter agreement between the Issuer, the transfer agent and the Investor regarding the Note and the Warrant, and the
Issuer agrees that the Issuer’s use of ClearTrust LLC as its transfer agent is material to the Investor and that the Issuer
may not terminate or replace ClearTrust LLC as the Issuer’s transfer agent without obtaining the Investor’s written
consent thirty days in advance of such termination or replacement.


 




    	 	1	 



     

    


 


2.3Conversion
Right. If, at any time the Note is outstanding, the Issuer issues a Variable Security, then in such event the Investor shall
have the right to convert all or any portion of the outstanding balance of the Note into shares of the Issuer’s common stock
on the same terms as granted in any applicable Variable Security issued by the Issuer (including, for the avoidance of doubt,
conversion price, conversion discount, conversion lookback period, method and timing of conversion share delivery, etc.). In addition,
the Note shall automatically be deemed to have been amended to include any applicable conversion rights granted pursuant to any
such Variable Security that is issued by the Issuer. A Variable Security is any security issued by the Issuer that (i) has or
may have conversion rights of any kind, contingent, conditional or otherwise in which the number of shares that may be issued
pursuant to such conversion right varies with the market price of the common stock; (ii) is or may become convertible into common
stock (including without limitation convertible debt, warrants or convertible preferred stock), with a conversion price that varies
with the market price of the common stock, even if such security only becomes convertible following an event of default, the passage
of time, or another trigger event or condition; or (iii) was issued or may be issued in the future in exchange for or in connection
with any contract or instrument, whether convertible or not, where the number of shares of common stock issued or to be issued
is based upon or related in any way to the market price of the common stock, including, but not limited to, common stock issued
in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange.


 


2.4Governing
Law, Legal Proceedings, and Arbitration. This Agreement will be governed by, construed
and enforced in accordance with the substantive laws of the State of Nevada, without regard to the conflict of laws principles
thereof. The parties hereby warrant and represent that the selection of Nevada law as governing under this Agreement (i) has a
reasonable nexus to each of the Parties and to the transactions contemplated by the Agreement; and (ii) does not offend any public
policy of Nevada, Florida, or of any other state, federal, or other jurisdiction.


 


Any
action brought by either party against the other arising out of or related to this Agreement, or any other agreements between
the parties, shall be commenced only in the state or federal courts of general jurisdiction located in Miami-Dade County, in the
State of Florida, except that all such disputes between the parties shall be subject to alternative dispute resolution through
binding arbitration at the Investor’s sole discretion and election (regardless of which party initiates the legal proceedings).
The parties agree that, in connection with any
such arbitration proceeding, each shall submit or file any claim which would constitute a compulsory counterclaim within the same
proceeding as the claim to which it relates. Any such claim that is not submitted or filed in such proceeding shall be waived
and such party will forever be barred from asserting such a claim. Both parties and the individuals signing this Note agree to
submit to the jurisdiction of such courts or to such arbitration panel, as the case may be.


 


If
the Investor elects alternative dispute resolution by arbitration, the arbitration proceedings shall be conducted in Miami-Dade
County and administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and Mediation
Procedures in effect on the date of this Agreement, except as modified by this Agreement. The Investor’s demand for arbitration
shall be made in writing, delivered to the other party, and filed with the American Arbitration Association. The American Arbitration
Association must receive the demand for arbitration prior to the date when the institution of legal or equitable proceedings would
be barred by the applicable statute of limitations, unless legal or equitable proceedings between the parties have already commenced,
and the receipt by the American Arbitration Association of a written demand for arbitration also shall constitute the institution
of legal or equitable proceedings for statute of limitations purposes. The parties shall be entitled to limited discovery at the
discretion of the arbitrator(s) who may, but are not required to, allow depositions. The parties acknowledge that the arbitrators’
subpoena power is not subject to geographic limitations. The arbitrator(s) shall have the right to award individual relief which
he or she deems proper under the evidence presented and applicable law and consistent with the parties’ rights to, and limitations
on, damages and other relief as expressly set forth in this Agreement. The award and decision of the arbitrator(s) shall be conclusive
and binding on all parties, and judgment upon the award may be entered in any court of competent jurisdiction. The Investor reserves
the right, but shall have no obligation, to advance the Issuer’s share of the costs, fees and expenses of any arbitration
proceeding, including any arbitrator fees, in order for such arbitration proceeding to take place, and by doing so will not be
deemed to have waived or relinquished its right to seek the recovery of those amounts from the arbitrator, who shall provide for
such relief in the final award, in addition to the costs, fees, and expenses that are otherwise recoverable. The foregoing agreement
to arbitrate shall be specifically enforceable under applicable law in any court having jurisdiction thereof.


 




    	 	2	 



     

    


 


2.5Delivery
of Process by Investor to Issuer. In the event of any action or proceeding by the Investor against the Issuer, and only by
Investor against the Issuer, service of copies of summons and/or complaint and/or any other process which may be served in any
such action or proceeding may be made by Investor via U.S. Mail, overnight delivery service such as FedEx or UPS, email, fax,
or process server, or by mailing or otherwise delivering a copy of such process to the Issuer at its last known address or to
its last known attorney as set forth in its most recent SEC filing.


 


2.6Notices.
Any notice required or permitted hereunder must be in writing and either be personally served, sent by facsimile or email transmission,
or sent by overnight courier. Notices will be deemed effectively delivered at the time of transmission if by facsimile or email,
and if by overnight courier the business day after such notice is deposited with the courier service for delivery.


 


2.7Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Delivery of this Agreement may be effected by email.


 


2.8Expenses.
The Issuer and the Investor shall pay all of their own costs and expenses incurred with respect to the negotiation, execution,
delivery and performance of this Agreement. In the event any attorney is employed by either party to this Agreement with respect
to legal or equitable action, arbitration or other proceeding brought by such party for the enforcement of this Agreement or because
of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the prevailing
party in such proceeding will be entitled to recover from the other party reasonable attorneys’ fees and other costs and
expenses incurred, in addition to any other relief to which the prevailing party may be entitled.


 


2.9No
Public Announcement. Except as required by securities law, no public announcement may be made regarding this Agreement, the
Note, the Warrant, or the Purchase Price without written permission by both the Issuer and the Investor.


 


2.10Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain
in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction.


 


*           *           *


 




    	 	3	 



     

    


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of this 12th day of April, 2016.


 


	 	ISSUER:
	 	 	 
	 	IMMUNE THERAPEUTICS, INC.
	 	 	 
	 	By:
    	/s/
    Noreen Griffin
	 	 	Noreen
    Griffin
	 	 	Chief
    Executive Officer
	 	 	 
	 	INVESTOR:
	 	 	 
	 	 	/s/
    JMJ Financial
	 		JMJ
Financial / Its Principal 


 


[Securities
Purchase Agreement Signature Page]


 




    	 	4	 



     

    


 


	San
    Diego, CA 

Miami, FL	


 


IMUN


TERM
SUMMARY


PROMISSORY
NOTE


 


	Maturity:	9
    months
	 	 
	Financing:	$525,000
    net wire amount at closing
	 	 
	Use
    of Proceeds:	Approximately
    $225,000 for full payoff of the January 28, 2016 transaction, $25,000 for registration statement expenses and the balance
    for working capital purposes 
	 	 
	Origination:	25%
    Original Issue Discount (OID)
	 	 
	Conversion
    Feature:	No
    conversion unless default on repayment
	 	 
	Warrants:	75%
    warrant coverage
	 	 
	Origination
    Shares:	$75,000
    shares of restricted common stock
	 	 
	Collateral/Security:	No
    collateral or security is required
	 	 
	Personal
    Guarantee:	No
    personal guarantee is required
	 	 
	Pre-pay
    Feature:	The
    Issuer may pre-pay at any time.
	 	 
	No
    Shorting:	Guarantee
    no shorting, as per the No Shorting clause in the agreement


 


***This
Term Summary is not part of the Promissory Note Agreement and is not a contractually binding agreement.


 




    	 	 	 



     

    


 


	IMU	 


 


PROMISSORY
NOTE


 


FOR
VALUE RECEIVED, Immune Therapeutics, Inc., a Florida corporation (the “Issuer” of this Security) with at least 117,000,000
common shares issued and outstanding, issues this Security and promises to pay to JMJ Financial, a Nevada sole proprietorship,
or its Assignees (the “Investor”) the Principal Sum along with the Interest Rate and any other fees according to the
terms herein. This Note will become effective only upon execution by both parties and delivery of the first payment of Consideration
by the Investor (the “Effective Date”).


 


The
Principal Sum is $656,250 (six hundred fifty six thousand two hundred fifty) plus accrued and unpaid interest and any other fees.
The Consideration is $525,000 (five hundred twenty five thousand) payable by wire (there exists a $131,250 original issue discount
(the “OID”)). The Investor shall pay $525,000 of Consideration upon closing of this Note as the Purchase Price under
the Securities Purchase Agreement Document SPA-04122016 of even date herewith between the Issuer and the Investor. The Maturity
Date is nine months after the Effective Date and is the date upon which the Principal Sum of this Note, as well as any unpaid
interest and other fees, shall be due and payable. The Investor may extend any Maturity Date in its sole discretion in increments
of up to six months at any time before or after any Maturity Date.


 


1.Interest
and Repayment. The Principal Sum due to the Investor includes the OID. The OID remains payable regardless of the time and
the manner of payment by the Issuer. The Issuer may repay the Principal Sum attributable to a payment of Consideration under this
Note at any time on or before its Maturity Date.


 


2.Use
of Proceeds. The Issuer represents and warrants that it shall use $250,000 of the initial $525,000 payment of Consideration
in the manner specified in the attached Schedule A.


 


3.Conversion
upon Default on Repayment. In the event the Issuer fails to repay the balance due under this Note on its Maturity Date, the
Investor has the right, at any time, at its election, to convert all or part of the outstanding and unpaid Principal Sum and accrued
interest (and any other fees) into shares of fully paid and non-assessable shares of common stock of the Issuer as per this conversion
formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. The
Conversion Price is the lesser of $0.15 or 60% of the lowest trade price in the 25 trading days previous to the conversion (In
the case that conversion shares are not deliverable by DWAC an additional 10% discount will apply; and if the shares are ineligible
for deposit into the DTC system and only eligible for Xclearing deposit an additional 5% discount shall apply; in the case of
both an additional cumulative 15% discount shall apply). Unless otherwise agreed in writing by both parties, at no time will the
Investor convert any amount of the Note into common stock that would result in the Investor owning more than 4.99% of the common
stock outstanding. Conversion notices may be delivered to the Issuer by method of the Investor’s choice (including but not
limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require
further payment from the Investor. If no objection is delivered from the Issuer to the Investor regarding any variable or calculation
of the conversion notice within 24 hours of delivery of the conversion notice, the Issuer shall have been thereafter deemed to
have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Issuer shall
deliver the shares from any conversion to the Investor (in any name directed by the Investor) within 3 (three) business days of
conversion notice delivery. The Investor, at any time prior to selling all of the shares from a conversion, may, for any reason,
rescind any portion, in whole or in part, of that particular conversion attributable to the unsold shares and have the rescinded
conversion amount returned to the Principal Sum with the rescinded conversion shares returned to the Issuer (under the Investor’s
and the Issuer’s expectations that any returned conversion amounts will tack back to the original date of the Note).


 


4.Conversion
Upon Issuance of a Variable Security. If, at any time this Note is outstanding, the Issuer issues a Variable Security, then
in such event the Investor shall have the right to convert all or any portion of the outstanding balance of this Note into shares
of the Issuer’s common stock on the same terms as granted in any applicable Variable Security issued by the Issuer (including,
for the avoidance of doubt, conversion price, conversion discount, conversion lookback period, method and timing of conversion
share delivery, etc.). In addition, this Note shall automatically be deemed to have been amended to include any applicable conversion
rights granted pursuant to any such Variable Security that is issued by the Issuer. A Variable Security is any security issued
by the Issuer that (i) has or may have conversion rights of any kind, contingent, conditional or otherwise in which the number
of shares that may be issued pursuant to such conversion right varies with the market price of the common stock; (ii) is or may
become convertible into common stock (including without limitation convertible debt, warrants or convertible preferred stock),
with a conversion price that varies with the market price of the common stock, even if such security only becomes convertible
following an event of default, the passage of time, or another trigger event or condition; or (iii) was issued or may be issued
in the future in exchange for or in connection with any contract or instrument, whether convertible or not, where the number of
shares of common stock issued or to be issued is based upon or related in any way to the market price of the common stock, including,
but not limited to, common stock issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other
similar settlement or exchange.


 


5.Reservation
of Shares. At all times during which this Note is outstanding or the Investor owns any Warrant exercisable for shares of the
Issuer, the Issuer will reserve for the Investor from its authorized and unissued shares of common stock a number of shares of
not less than three times the number of shares necessary to provide for full conversion of this Note and full exercise of such
Warrants. The Issuer initially shall reserve at least 15,000,000 shares of common stock for the Investor. The Issuer represents
that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. The Issuer agrees that its issuance
of this Note and the Warrant constitutes full authority to its officers, agents and transfer agents who are charged with the duty
of executing and issuing shares to execute and issue the necessary shares of common stock upon the exercise of this Note and the
Warrant. No further approval or authority of the stockholders or the Board of Directors of the Issuer will be required for the
issuance and sale of the Securities to be sold by the Issuer as contemplated by this Agreement or for the issuance of the shares
contemplated by this Note or the Warrant. The Issuer represents that ClearTrust LLC serves as the Issuer’s transfer agent
as of the date of this Agreement. The Issuer acknowledges that ClearTrust LLC is a party to an irrevocable instruction and share
reservation letter agreement between the Issuer, the transfer agent and the Investor regarding the Note and the Warrant, and the
Issuer agrees that the Issuer’s use of ClearTrust LLC as its transfer agent is material to the Investor and that the Issuer
may not terminate or replace ClearTrust LLC as the Issuer’s transfer agent without obtaining the Investor’s written
consent thirty days in advance of such termination or replacement.


 




    	 	 	 



     

    


 


6.Terms
of Future Financings. So long as this Note is outstanding, upon any issuance by the Issuer of any security with any term more
favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided
to the Investor in this Note, such term, at the Investor’s option, shall become a part of the transaction documents with
the Investor. The types of terms contained in another security that may be more favorable to the holder of such security include,
but are not limited to, terms addressing conversion rights, conversion discounts, conversion lookback periods, interest rates,
original issue discounts, and warrant coverage. The Issuer shall notify the Investor of such additional or more favorable term,
including the applicable issuance price, or applicable reset price, exchange price, conversion price, exercise price and other
pricing terms, and, at any time while this Note is outstanding, the Investor may request of the Issuer and/or its transfer agent
(and they will provide) a schedule of all issuances since the Effective Date of this Note of shares of common stock or of securities
entitling the holder thereof to acquire shares of common stock, including, without limitation, any debt, preferred stock, right,
option, warrant or other instrument that is convertible into or exercisable or exchangeable for, or otherwise entitles the holder
thereof to receive, shares of common stock of the Issuer.


 


7.Default.
Each of the following are an event of default under this Note: (i) the Issuer shall fail to pay any principal under the Note when
due and payable (or payable by conversion) thereunder; or (ii) the Issuer shall fail to pay any interest or any other amount under
the Note when due and payable (or payable by conversion) thereunder; or (iii) the Issuer shall breach or fail to honor any other
term of this Note, any term under any other document related to this Note, or any other written agreement between the Issuer and
the Investor (collectively, the “Transaction Documents”), including, without limitation, the Issuer’s obligation
to reserve at all times a sufficient number of shares to provide for the issuance of common stock upon the full conversion of
this Note and full exercise of the Warrant pursuant to Section 2.2 of the Securities Purchase Agreement; or (iv) the Issuer fails
to keep available a sufficient number of authorized, unissued and unreserved shares of common stock (other than shares of common
stock reserved for the Investor) to permit the Investor to increase its share reserve to such number of shares as equals three
times the number of shares necessary to provide for full conversion of this Note and full exercise of Warrants owned by the Investor;
or (v) the Issuer’s failure to increase the number of authorized shares of common stock of the Issuer within sixty days
of having a number of authorized, unissued, and unreserved shares of common stock (excluding shares of common stock reserved for
the Investor) of less than three times the number of shares necessary to provide for the issuance of common stock upon full conversion
of this Note and full exercise of the warrants owned by the Investor; or (vi) the Issuer terminates or replaces the entity or
person serving as the transfer agent for the Issuer without obtaining the previous written consent of the Investor thirty days
in advance of such termination or replacement; or (vii) the Issuer’s failure to appoint a new transfer agent approved by
the Investor (such approval not to be unreasonably withheld) and to provide the Investor, within five business days following
termination, resignation or replacement of the current transfer agent, an irrevocable instruction and share reservation letter,
executed by the Issuer and the new transfer agent, providing rights to the Investor identical to the rights provided to the Investor
in the irrevocable instruction and share reservation letter between the Issuer, the Investor, and the terminated, resigned or
replaced transfer agent; or (viii) the Issuer shall become insolvent or generally fails to pay, or admits in writing its inability
to pay, its debts as they become due, subject to applicable grace periods, if any; or (ix) the Issuer shall make a general assignment
of all of its assets for the benefit of creditors; or (x) the Issuer shall file a petition for relief under any bankruptcy, insolvency
or similar law (domestic or foreign); or (xi) an involuntary proceeding shall be commenced or filed against the Issuer that is
not dismissed within 30 days; or (xii) the Issuer shall lose its status as “DTC Eligible” or the Issuer’s shareholders
shall lose the ability to deposit (either electronically or by physical certificates, or otherwise) shares into the DTC System;
or (xiii) the Issuer shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC for
more than 30 days; or (xiv) the Issuer shall fail to meet all requirements to satisfy the availability of Rule 144 to the Investor
or its assigns including but not limited to timely fulfillment of its filing requirements as a fully-reporting issuer registered
with the SEC, and requirements for XBRL filings, for a period of more than 10 days; or (xv) the Issuer shall fail to meet the
requirements to satisfy the availability of Rule 144 to the Investor or its assigns relating to the disclosure of financial statements
on the Issuer’s website for a period of more than 2 days after receiving notice from the Investor that such requirements
have not been met.


 


8.Remedies.
For each conversion, in the event that shares are not delivered by the fourth business day (inclusive of the day of conversion)
due to no fault of the Investor, a fee of $2,000 per day will be assessed for each day after the third business day (inclusive
of the day of the conversion) until share delivery is made; and such fee will be added to the Principal Sum of the Note (under
the Investor’s and the Issuer’s expectations that any penalty amounts will tack back to the original date of the Note).
For each notice of exercise of a warrant, in the event that shares are not delivered by the fifth business day (inclusive of the
day of conversion) due to no fault of the Investor, a fee of $2,000 per day will be assessed for each day after the fifth business
day (inclusive of the day of the conversion) until share delivery is made; and such fee will be added to the Principal Sum of
the Note (under the Investor’s and the Issuer’s expectations that any penalty amounts will tack back to the original
date of the Note). Upon each occurrence of any other event of default enumerated in Section 7 above which is not cured within
two days following notice from Investor, the Investor may asses and apply a fee against the Issuer of $25,000 at any time any
balance remains outstanding on this Note, regardless of whether such event of default has been cured or remedied. The parties
agree that the fee shall be applied to the balance of the Note and shall tack back to the Effective Date of the Note for purposes
of Rule 144. The parties acknowledge and agree that upon an event of default, Investor’s damages would be uncertain and
difficult (if not impossible) to accurately estimate because of the parties’ inability to predict future interest rates
and future share prices, Investor’s increased risk, and the uncertainty of the availability of a suitable substitute investment
opportunity for Investor, among other reasons. Accordingly, any fees, charges, and default interest due under this Note or any
other Transaction Document between the parties are intended by the parties to be, and shall be deemed, liquidated damages. The
parties agree that such liquidated damages are a reasonable estimate of Investor’s actual damages and not a penalty, and
shall not be deemed in any way to limit any other right or remedy Investor may have hereunder, at law or in equity. The parties
acknowledge and agree that under the circumstances existing at the time this Note is entered into, such liquidated damages are
fair and reasonable and are not penalties. All fees, charges, and default interest provided for in this Note and the Transaction
Documents are agreed to by the parties to be based upon the obligations and the risks assumed by the parties as of the Effective
Date and are consistent with investments of this type. The liquidated damages provisions shall not limit or preclude a party from
pursuing any other remedy available at law or in equity; provided, however, that the liquidated damages are intended to be in
lieu of actual damages.


 




    	 	 	 



     

    


 


9.Acceleration.
In the event of any default, the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages,
fees and other amounts owing in respect thereof through the date of acceleration, shall become, at the Investor’s election,
immediately due and payable in cash at the Mandatory Default Amount. The Mandatory Default Amount means 150% of the outstanding
principal amount of this Note, plus 100% of accrued and unpaid interest, liquidated damages, fees and other amounts hereon. Commencing
five (5) days after the occurrence of any event of default that results in the eventual acceleration of this Note, the interest
rate on this Note shall accrue at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable
law. In connection with such acceleration described herein, the Investor need not provide, and the Issuer hereby waives, any presentment,
demand, protest or other notice of any kind, and the Investor may immediately and without expiration of any grace period enforce
any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration
may be rescinded and annulled by the Investor at any time prior to payment hereunder and the Investor shall have all rights as
a holder of the note until such time, if any, as the Investor receives full payment pursuant to this Section 9. No such rescission
or annulment shall affect any subsequent event of default or impair any right consequent thereon. Nothing herein shall limit the
Investor’s right to pursue any other remedies available to it at law or in equity including, without limitation, a decree
of specific performance and/or injunctive relief with respect to the Issuer’s failure to timely deliver certificates representing
shares of Common Stock upon conversion of the Note as required pursuant to the terms hereof or the Issuer’s obligations
regarding the termination, replacement or resignation of the Issuer’s transfer agent.


 


10.No
Shorting. The Investor agrees that so long as this Note from the Issuer to the Investor remains outstanding, the Investor
will not enter into or effect “short sales” of the Common Stock or hedging transaction which establishes a net short
position with respect to the Common Stock of the Issuer.


 


11.Assignability.
The Issuer may not assign this Note. This Note will be binding upon the Issuer and its successors and will inure to the benefit
of the Investor and its successors and assigns and may be assigned by the Investor to anyone without the Issuer’s approval.


 


12.Governing
Law, Legal Proceedings, and Arbitration. This Note will be governed by, construed and
enforced in accordance with the substantive laws of the State of Nevada, without regard to the conflict of laws principles thereof.
The parties hereby warrant and represent that the selection of Nevada law as governing under this Note (i) has a reasonable nexus
to each of the Parties and to the transactions contemplated by the Note; and (ii) does not offend any public policy of Nevada,
Florida, or of any other state, federal, or other jurisdiction.


 


Any
action brought by either party against the other arising out of or related to this Note, or any other agreements between the parties,
shall be commenced only in the state or federal courts of general jurisdiction located in Miami-Dade County, in the State of Florida,
except that all such disputes between the parties shall be subject to alternative dispute resolution through binding arbitration
at the Investor’s sole discretion and election (regardless of which party initiates the legal proceedings).
The parties agree that, in connection with any such arbitration proceeding, each shall submit or file any claim which would constitute
a compulsory counterclaim within the same proceeding as the claim to which it relates. Any such claim that is not submitted or
filed in such proceeding shall be waived and such party will forever be barred from asserting such a claim. Both parties and the
individuals signing this Note agree to submit to the jurisdiction of such courts or to such arbitration panel, as the case may
be.


 


If
the Investor elects alternative dispute resolution by arbitration, the arbitration proceedings shall be conducted in Miami-Dade
County and administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and Mediation
Procedures in effect on the Effective Date of this Note, except as modified by this agreement. The Investor’s election to
arbitrate shall be made in writing, delivered to the other party, and filed with the American Arbitration Association. The American
Arbitration Association must receive the demand for arbitration prior to the date when the institution of legal or equitable proceedings
would be barred by the applicable statute of limitations, unless legal or equitable proceedings between the parties have already
commenced, and the receipt by the American Arbitration Association of a written demand for arbitration also shall constitute the
institution of legal or equitable proceedings for statute of limitations purposes. The parties shall be entitled to limited discovery
at the discretion of the arbitrator(s) who may, but are not required to, allow depositions. The parties acknowledge that the arbitrators’
subpoena power is not subject to geographic limitations. The arbitrator(s) shall have the right to award individual relief which
he or she deems proper under the evidence presented and applicable law and consistent with the parties’ rights to, and limitations
on, damages and other relief as expressly set forth in this Note. The award and decision of the arbitrator(s) shall be conclusive
and binding on all parties, and judgment upon the award may be entered in any court of competent jurisdiction. The Investor reserves
the right, but shall have no obligation, to advance the Issuer’s share of the costs, fees and expenses of any arbitration
proceeding, including any arbitrator fees, in order for such arbitration proceeding to take place, and by doing so will not be
deemed to have waived or relinquished its right to seek the recovery of those amounts from the arbitrator, who shall provide for
such relief in the final award, in addition to the costs, fees, and expenses that are otherwise recoverable. The foregoing agreement
to arbitrate shall be specifically enforceable under applicable law in any court having jurisdiction thereof.


 




    	 	 	 



     

    


 


13.Delivery
of Process by the Investor to the Issuer. In the event of any action or proceeding by the Investor against the Issuer, and
only by the Investor against the Issuer, service of copies of summons and/or complaint and/or any other process which may be served
in any such action or proceeding may be made by the Investor via U.S. Mail, overnight delivery service such as FedEx or UPS, email,
fax, or process server, or by mailing or otherwise delivering a copy of such process to the Issuer at its last known attorney
as set forth in its most recent SEC filing.


 


14.Attorney
Fees. If any attorney is employed by either party with regard to any legal or equitable action, arbitration or other proceeding
brought by such party for enforcement of this Note or because of an alleged dispute, breach, default or misrepresentation in connection
with any of the provisions of this Note, the prevailing party will be entitled to recover from the other party reasonable attorneys’
fees and other costs and expenses incurred, in addition to any other relief to which the prevailing party may be entitled.


 


15.Opinion
of Counsel. The Issuer shall provide the Investor with an opinion of counsel prior to the Effective Date of the Note that
neither this Note, nor any other agreement between the parties, nor any of their terms (including, but not limited to, interest,
original issue discount, conversion terms, warrants terms, penalties, fees or liquidated damages), individually or collectively
violate any usury laws in the State of Nevada. In the event that any other opinion of counsel is needed for any matter related
to this Note, the Investor has the right to have any such opinion provided by its counsel. Investor also has the right to have
any such opinion provided by Issuer’s counsel.


 


16.Notices.
Any notice required or permitted hereunder (including demands for arbitration) must be in writing and either personally served,
sent by facsimile or email transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the time
of transmission if by facsimile or email, and if by overnight courier the business day after such notice is deposited with the
courier service for delivery.


 


	Issuer:	 	Investor:
	 	 	 
	/s/
    Noreen Griffin	 	/s/
    JMJ Financial
	Noreen
    Griffin	 	JMJ
    Financial
	Immune
    Therapeutics, Inc.	 	Its
    Principal
	Chief
    Executive Officer	 	 


 


	Date:
    4/12/2016 	Date:
    4/12/2016 


 




    	 	 	 



     

    


 


Schedule
A


 


The
Issuer shall use the initial $525,000 payment of Consideration first, before using such funds for any other purpose, to retire
the debt the Issuer owes to St. George Investments LLC. The Issuer represents that the Issuer owes St. George Investments LLC
$245,000, the Issuer is permitted to repay the St. George Investments LLC debt at any time on before July 28, 2016, and the amount
payable by the Issuer to retire the St. George Investments LLC debt will be $225,000 if the Issuer repays the debt on or before
April 27, 2016. The Issuer shall use the proceeds of the initial $525,000 payment of Consideration to retire the St. George Investments
LLC debt within 24 hours of receipt of the payment of Consideration. The Issuer shall submit to the Investor within 48 hours of
receipt of the payment of Consideration written confirmation (such as by providing a copy of the wire transfer) that the St. George
Investments LLC debt has been repaid in full.


 


The
Issuer shall use $25,000 of the initial $525,000 payment of Consideration to pay the legal expenses of Austin Legal Group for
preparation of the registration statement specified in Registration Rights Agreement RR-04062016 between the Issuer and the Investor.


 


The
Issuer may use the remaining proceeds of the initial $525,000 payment of Consideration for general working capital purposes following
written receipt of acknowledgement from the Investor that (i) it both has received the written confirmation that the St. George
Investments LLC debt has been retired and that the Investor is satisfied with the documentation received, and (ii) the Investor
has received confirmation from Austin Legal Group that it has received the $25,000 retainer for preparation of the registration
statement.


 


 


 


 


 


 


 


The
Issuer acknowledges that its representations and warranties contained in this Schedule A are material to the Investor. The Issuer
specifically represents that it shall satisfy all of its obligations under this Schedule A. The Issuer’s failure to satisfy
every one of its obligations under this Schedule A shall constitute an Event of Default and the Note shall become immediately
due and payable.


 


	 	Issuer:
	 	 
	 	/s/
    Noreen Griffin
	 	Noreen
    Griffin
	 	Immune
    Therapeutics, Inc.
	 	Chief
    Executive Officer


 




    	 	 	 



     

    


 


REGISTRATION
RIGHTS AGREEMENT


DOCUMENT
RR-04122016


 


This
Registration Rights Agreement applies to the Securities Purchase Agreement SPA-04122106 (the “Agreement”) dated as
of April 12, 2016, between Immune Therapeutics, Inc., a Florida corporation (the “Company” or “Issuer”),
and JMJ Financial (the “Holder” or “Investor”). All capitalized terms not otherwise defined herein shall
have the meanings given such terms in the Agreement.


 


The
Company agrees to provide the Investor the following registration rights with respect to the Note and the Warrant.


 


1.Inducement
to Enter Into Transactions. To induce the Investor to enter into the Agreement, the Issuer has agreed to provide registration
rights for the Origination Shares and the common shares underlying the Warrant. The Issuer agrees and acknowledges that registration
rights are a material inducement for the Investor to enter into the Agreement and the related transactions, and that the Investor
would not have entered into the Agreement if registration of the underlying shares was not provided.


 


2.Mandatory
Registration. No later than May 30, 2016 the Issuer agrees to file an S-1 Registration Statement with the SEC at its own expense
to register the Origination Shares and 15,000,000 shares of common stock underlying the Warrant as set forth below. The Issuer
will thereafter use its best efforts to cause such Registration Statement to become effective as soon as possible after such filing
but in no event later than one hundred twenty (120) days after the date of the Agreement. The Issuer’s failure to file the
Registration Statement by May 30, 2016 and to use its best efforts to have the Registration Statement declared effective within
12Noreen Griffin0 days of the date of the Agreement will constitute an Event of Default under the Note and will result in liquidated
damages of $25,000. Any such penalties/liquidated damages will be added to the balance of the Note (under the Investor’s
and the Issuer’s expectation that those penalties/liquidated damages will tack back to the date of the Note for purposes
of Rule 144). 


Common
Stock Purchase Warrant Document W-04122016


 


Total
Warrant Amount – $492,187


 


Origination
Shares Amount - $75,000


 


In
total, the Origination Shares plus 15,000,000 shares will be registered for warrant exercises.


 


3.Correspondence
and Information. Within two days of distribution or receipt of any information or correspondence between the Issuer and the
SEC, the Issuer shall furnish to the Investor copies of all correspondence related to the registration statement.


 


4.Assignment
of Registration Rights. The rights under this Registration Rights Agreement shall be automatically assignable by the Investor
to any transferee of all or any portion of the Note or the Warrants or their underlying shares.


 


5.No
Filing of Other Registration Statements and No Piggy-back Registrations. Unless otherwise approved by the Investor in Writing,
the Issuer shall not file any other registration statements (except for S-8 registrations) until the registration statement described
herein is declared effective by the SEC; and the Issuer will not include in this registration statement any securities other than
those described herein and up to 4,000,000 shares of common stock of the Issuer for issuance upon exercise of those warrants previously
issued by the Issuer to those persons that are listed on Exhibit A hereto. The Issuer may not file a new registration statement
with the SEC within the 4 month period following the effective date of the registration statement described herein other than
an S-1 registration statement in connection with an underwritten public offering of common stock that is conditioned on the Issuer’s
uplisting to NASDAQ.


 


6.Governing
Law, Legal Proceedings, and Arbitration. This Agreement will be governed by, construed
and enforced in accordance with the substantive laws of the State of Nevada, without regard to the conflict of laws principles
thereof. The parties hereby warrant and represent that the selection of Nevada law as governing under this Agreement (i) has a
reasonable nexus to each of the Parties and to the transactions contemplated by the Agreement; and (ii) does not offend any public
policy of Nevada, Florida, or of any other state, federal, or other jurisdiction.


 




    	 	1	 



     

    


 


Any
action brought by either party against the other arising out of or related to this Agreement, or any other agreements between
the parties, shall be commenced only in the state or federal courts of general jurisdiction located in Miami-Dade County, in the
State of Florida, except that all such disputes between the parties shall be subject to alternative dispute resolution through
binding arbitration at the Investor’s sole discretion and election (regardless of which party initiates the legal proceedings).
The parties agree that, in connection with any
such arbitration proceeding, each shall submit or file any claim which would constitute a compulsory counterclaim within the same
proceeding as the claim to which it relates. Any such claim that is not submitted or filed in such proceeding shall be waived
and such party will forever be barred from asserting such a claim. Both parties and the individuals signing this Note agree to
submit to the jurisdiction of such courts or to such arbitration panel, as the case may be.


 


If
the Investor elects alternative dispute resolution by arbitration, the arbitration proceedings shall be conducted in Miami-Dade
County and administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and Mediation
Procedures in effect on the date of this Agreement, except as modified by this Agreement. The Investor’s demand for arbitration
shall be made in writing, delivered to the other party, and filed with the American Arbitration Association. The American Arbitration
Association must receive the demand for arbitration prior to the date when the institution of legal or equitable proceedings would
be barred by the applicable statute of limitations, unless legal or equitable proceedings between the parties have already commenced,
and the receipt by the American Arbitration Association of a written demand for arbitration also shall constitute the institution
of legal or equitable proceedings for statute of limitations purposes. The parties shall be entitled to limited discovery at the
discretion of the arbitrator(s) who may, but are not required to, allow depositions. The parties acknowledge that the arbitrators’
subpoena power is not subject to geographic limitations. The arbitrator(s) shall have the right to award individual relief which
he or she deems proper under the evidence presented and applicable law and consistent with the parties’ rights to, and limitations
on, damages and other relief as expressly set forth in this Agreement. The award and decision of the arbitrator(s) shall be conclusive
and binding on all parties, and judgment upon the award may be entered in any court of competent jurisdiction. The Investor reserves
the right, but shall have no obligation, to advance the Issuer’s share of the costs, fees and expenses of any arbitration
proceeding, including any arbitrator fees, in order for such arbitration proceeding to take place, and by doing so will not be
deemed to have waived or relinquished its right to seek the recovery of those amounts from the arbitrator, who shall provide for
such relief in the final award, in addition to the costs, fees, and expenses that are otherwise recoverable. The foregoing agreement
to arbitrate shall be specifically enforceable under applicable law in any court having jurisdiction thereof.


 


Agreed,
this 12th day of April, 2016.


 


	 	ISSUER:
	 	 	 
	 	IMMUNE THERAPEUTICS, INC.
	 	 	 
	 	By:
    	/s/
    Noreen Griffin
	 	 	Noreen
    Griffin
	 	 	Chief
    Executive Officer
	 	 	 
	 	INVESTOR:
	 	 	 
	 	 	/s/
    JMJ Financial
	 	 	JMJ
    Financial / Its Principal


 




    	 	2	 



     

    


 


EXHIBIT
A


 


Noreen
Griffin


Kelly
Wilson


Chris
Pearce


Eddie
Teraskiewic


Paul
Akin


 




    	 	3