EXCLUSIVE
AGENCY AGREEMENT


 


This
EXCLUSIVE AGENCY AGREEMENT is made and entered into this 31st day of October, 2016 by and among Immune Therapeutics, Inc., a Florida
corporation (“IMUN”), its wholly owned subsidiary, TNI BioTech International, Ltd., a BVI company (collectively
with IMUN, the “Company”), and GB Pharma Holdings, LLC, a Delaware limited liability company (“Agent”).
The Company and Agent are each referred to herein as a “Party” and collectively as the “Parties.”


 


WHEREAS,
the Company is a biopharmaceutical company focused on developing and commercializing therapeutics to treat cancer, HIV/AIDS and
autoimmune diseases by combating these fatal diseases through the activation and mobilization of the body’s immune system;


 


WHEREAS,
Agent is dedicated to helping alleviate health security challenges through the implementation of initiatives that provide access
to sustainable affordable health care in Africa;


 


WHEREAS,
GB Pharma Holdings, Inc., a Colorado corporation and wholly owned subsidiary of Agent (“GBPH”), and Airmed
Biopharma Limited, an Irish company and wholly owned subsidiary of IMUN (“Airmed”), entered into that certain
Exclusive Agency Agreement (the “Original Agency Agreement”) dated June 12, 2014 pursuant to which Airmed appointed
GBPH as its exclusive agent to market and promote certain products in a specified territory; and


 


WHEREAS,
the Parties have jointly agreed to amend, revise and further define the terms and conditions set forth in the Original Agency
Agreement by replacing the Original Agency Agreement with this Agreement, which appoints Agent to act as the Company’s exclusive
agent in accordance with the terms and conditions set forth hereunder.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth below and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Company and Agent agree as follows:


 


	1.
	Definitions.
                In this Agreement, the following terms shall have the meanings set forth below:



 


(a)        “Agreement”
means this Exclusive Agency Agreement and the Exhibits attached hereto and incorporated herein by this reference.


 


(b)        “Confidential
Information” shall be defined as any nonpublic information disclosed by the Company to Agent and shall be deemed to
include the following information of the Company, without limitation: (i) e-mail addresses, customer lists, the names of customer
contacts, the names of investor contacts, investor lists, professional contacts, business plans, technical data, product ideas,
personnel, contracts and financial information; (ii) patents, trade secrets, techniques, processes, business methodologies, schematics,
employee suggestions, development tools and processes, computer printouts, computer programs, design drawings and manuals, and
improvements; (iii) information about costs, profits, markets and sales; (iv) plans for future development and new product concepts;
(v) all documents, books, papers, drawings, models, sketches, and other data of any kind and description, including electronic
data recorded or retrieved by any means, that have been or will be disclosed, as well as written or oral instructions or comments.
Notwithstanding the foregoing, Confidential Information shall not include information that (i) has become public knowledge through
legal means without fault by Agent, (ii) is already public knowledge prior to the disclosure of the Confidential Information by
the Company to Agent, (iii) is known to Agent without an obligation to keep it confidential prior to the Company’s disclosure
of the same pursuant to this Agreement, or (iv) is independently developed by Agent without reference to or use of the Confidential
Information.


 




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(c)        “Effective
Date” means the date first written above.


 


(d)        “Fiscal
Quarter” means the respective periods of three (3) consecutive calendar months ending on March 31, June 30, September
30 and December 31.


 


(e)        “Gross
Revenues” means any and all funds received by the Company from the sale of the Products in the Territory.


 


(f)        “Products”
means the Company’s products listed in Exhibit A.


 


(g)        “Term”
means the period commencing on the Effective Date and terminating as set forth in Section 10 of this Agreement.


 


(h)        “Territory”
means collectively the Territory Countries listed in Exhibit B and the Territory Organizations listed in Exhibit C.


 


(i)        “Territory
Countries” means the countries listed in Exhibit B.


 


(j)        “Territory
Organizations” means the organizations listed in Exhibit C.


 


(k)        “Trademarks”
means all trademarks, service marks, logos, brand names, trade names, domain names and/or slogans used by the Company in connection
with the Products from time to time (whether registered or unregistered).


 


	2.	Grant
                                         of Right.



 


(a)        Appointment.     Subject to the terms and conditions of this Agreement, the Companyhereby appoints Agent as its exclusive Agent to (i) assist the
Company in obtaining governmental approvals of the Products in the Territory Countries, (ii) facilitate the registration of the
Products in the Territory Countries, (iii) identify and present to the Company distributors for the Company’s Products in
the Territory Countries, and (iv) subject to Agent meeting the requirements set forth in Section 7(b) below, enter into distribution
agreements with the Territory Organizations to distribute the Products in the Territory Countries. Agent hereby accepts such appointment
and agrees not to use a third party to perform its obligations pursuant to this Agreement without the prior written consent of
the Company. Except as permitted in Section 7 below, it is expressly agreed that Agent has no authority to enter into agreements
or make any commitments on the Company’s behalf and shall not in any way represent itself as a representative that is able
to bind the Company to any contract with a third party.


 


(b)        Duties
and Representations of Agent.     Agent represents and warrants to the Company that: (i) Agent has full legal authority to enter
into this Agreement and provide the services hereunder, and this Agreement constitutes the legal, valid and binding obligation
of Agent enforceable against Agent in accordance with its terms. Neither any of the terms of this Agreement nor the performance
by Agent of work hereunder does or will violate the terms of any agreement between Agent and any third party; and (ii) Agent will
perform all work hereunder in a professional manner and shall satisfy all requirements under this Agreement and at all times adhere
strictly to all of the Company’s standards and policies as they shall be communicated to Agent from time to time, as well
as all applicable laws, rules and regulations, including, without limitation, the Foreign Corrupt Practices Act, 15 U.S.C. §
78dd-1, et seq., and all laws in the Territory requiring Agent to register as an agent of a foreign pharmaceutical manufacturer.


 


(c)        Restrictions
on Company’s Activities.  Subject to Section 2(d) below, the Company shall not, and shall procure an undertaking from
its agents or other intermediaries for territories other than the Territory that they will not engage in any activities relating
to the Products in the Territory.


 




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(d)        Reservation
of Rights by Company. The Company reserves the right to take the following actions at any time upon ninety (90) calendar days
prior written notice to Agent without liability: (i) add Products to or delete Products from Exhibit A hereto; (ii) modify the
design of or upgrade the Products or any part of the Products; and (iii) sell the Products exclusively, on a direct or indirect
basis, to customers or specific accounts in the Territory.


 


	3.	Product
                                         Pricing, Commissions and Expenses.



 


(a)        Product
Pricing. The Agent shall provide quotes for each Product at the following prices:


 


(i)        Product
1 LodonalTM:     $ 0.65 per pill in Africa for Territory Countries (USD sixty five cents);


 


(ii)       Product
2 LodonalTM:      $ 0.52 per pill in Africa for Territory Organizations (USD fifty two cents);


 


(iii)      Product
3 MENK:      to be determined by the Company, in its sole discretion, and provided to Agent once determined;


 


(iv)      Product
4 LodonalTM (for the treatment of cancer): to be determined by the Company, in its sole discretion, and provided to
Agent once determined.


 


Any
proposal at other prices or terms and conditions must be approved in advance and in writing by the Company. The Company shall
have the right, from time to time in its sole discretion, to amend prices.


 


(b)        Commissions.
The Company shall pay to Agent, as compensation for Agent’s services during the Term, the following commissions:


 


(i)        Product 1 LodonalTM:   12.5% of Gross Revenues;


 


(ii)       Product
2 LodonalTM:   12.5% of Gross Revenues;


 


(iii)      Product
3 MENK:   to be determined by the Company, in its sole discretion, provided not less than 12.5% of Gross Revenues;


 


(iv)      Product
4 LodonalTM (for the treatment of cancer): to be determined by the Company in its sole discretion, provided not less
than 12.5% of Gross Revenues.


 


In
the event that Agent presents a distributor of the Products to the Company, and the Company enters into a distribution agreement
with such distributor, Agent shall be paid an additional one percent commission of Gross Revenues for Products purchased from
the Company by such distributor.


 


The
Company shall make commission payments to Agent immediately after the Company receives payment of Gross Revenues by wire transfer
utilizing the wire instructions set forth in Exhibit D. The Company shall furnish the Agent with an itemized statement setting
forth the computation of commissions.


 


(c)        Commissions
Due Upon Termination.    In the event of termination of this Agreement for any reason, the Company shall be obligated to pay
commissions only with respect to Gross Revenues prior to termination of this Agreement.


 


(d)        Expenses.
Any of Agent’s expenses must be approved in advance and in writing by the Company in order to be eligible for reimbursement.


 




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	4.	Ownership
                                         of Intellectual Property.



 


(a)       Ownership.
Agent acknowledges the Company’s exclusive ownership in the Trademarks, patents, formulations, certificates of free sale,
clinical data and governmental approvals relating to the Products and acquires no right, title or interest in or to any of the
foregoing. Any and all goodwill associated with the Company’s intellectual property will inure exclusively to the benefit
of the Company. During the Term, Agent shall not attempt to register any of the Trademarks or any trademarks, service marks, logos,
brand names, trade names, domain names and/or slogans confusingly similar to the Trademarks. Agent shall execute such documents
and do all such acts and things as may be necessary in the Company’s reasonable opinion to establish Company’s ownership
of any rights in and to the Company’s intellectual property, at the Company’s expense.


 


(b)        Grant
of Rights. The Company hereby grants to Agent for the Term, and subject to the terms and conditions herein, a non-exclusive,
non-transferable, revocable right to use the Trademarks in connection with the marketing and promotion of the Products in the
Territory in accordance with the terms and conditions of this Agreement and any guidelines issued by the Company from time to
time. During the Term, Agent shall have the right to indicate to the public that it is an authorized Agent of the Products.


 


(c)        No
Rights in Intellectual Property. Agent acknowledges and confirms that this Agreement shall not confer on it any right, title
or interest in the Trademarks, patents, formulations, clinical data, certificates of free sale and governmental approvals relating
to the Products and that the sole and exclusive right to and benefit of any of the foregoing and the related goodwill thereto
will remain only in the Company at all times. Agent will take all-reasonable steps in the Territory to protect the Company’s
patents, Trademarks, formulations, clinical data, certificates of free sale and governmental approvals relating to the Products
and shall not represent to any third party that it owns or has any rights in any of the Company’s intellectual property.


 


	5.	Agent’s
                                         Obligations. In addition to such other duties and
                                         obligations as are set forth in this Agreement, the Agent shall: 



 


(a)        Diligently
assist the Company in obtaining governmental approvals of the Products in the Territory Countries;


 


(b)        Facilitate
the registration of the Products in the Territory Countries;


 


(c)        Identify
and present to the Company distributors for the Company’s Products in the Territory Countries;


 


(d)        Provided
Agent meets the requirements set forth in Section 7(b) of this Agreement, enter into agreements with the Territory Organizations
to distribute the Products in the Territory Countries;


 


(e)        Develop
promotional materials for the Products appropriate for use in the Territory, including modification of the Company’s promotional
materials, subject to the Company’s advance approval of such materials;


 


(f)        Participate
in trade shows and exhibitions in the Territory Countries where such participation will promote the Products;


 


(g)        Assist
the Company in providing support services to distributors of the Products inthe Territory Countries;


 


(h)        Fully
and promptly answer all communications from the Company and its distributors in the Territory Countries;


 




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(i)        When
a prospective distributor is identified by Agent, establish direct communication between the Company and such prospective distributor;
and


 


(j)        Prepare
and maintain, and submit to the Company on a timely basis, all documentation and reports reasonably required from time to time
to be prepared, maintained or submitted, including but not limited to, the following: (i) a monthly activity report; (ii) a quarterly
report concerning current and prospective distributors; and (iii) a quarterly plan describing expected activities in such quarter
related to the Agent’s services under this Agreement. All documentation and reports shall comply with any guidelines issued
by the Company from time to time.


 


	6.	Company’s
                                         Obligations. In addition to such other duties and
                                         obligations as are set forth in this Agreement, the Company shall:



 


(a)        Assist
Agent by providing an adequate supply of Product data sheets, price lists, catalogues and other promotional literature at no charge
to Agent;


 


(b)
Provide to Agent samples of the Products;




 


(c)        Provide
Product training and field support at no charge to Agent, with the frequency and content of the training and/or support to be
determined by the Company; and


 


(d)        Place
advertisements in applicable publications and participate in trade shows and exhibitions where such participation will promote
the Products.


 


	7.	Product
                                         Distribution.



 


(a)        Distribution
in Territory Countries. All proposals made by Agent to prospective distributors shall promptly be forwarded to the Company.
If a distributor sourced by Agent offers to distribute the Products in the Territory Countries, Agent shall promptly present such
offer to the Company. The Company shall have the right, in its sole and absolute discretion, to accept or reject any such distributor
offer. If the Company accepts an offer from a distributor sourced by Agent, the Company, or an affiliate of the Company selected
by the Company in its sole discretion, shall directly enter into an agreement with such distributor. In a situation where it is
more advantageous for Agent to directly enter into an agreement with a distributor, as determined by the Company in its sole discretion,
the Company shall consider permitting Agent to enter into such direct agreement subject to Agent meeting all applicable requirements
set forth in Section 7(b) below.


 


(b)        Distribution
for Territory Organizations. Subject to the Company’s prior written approval, Agent shall be permitted to enter into
distribution agreements directly with Territory Organizations; provided, however, that Agent (i) has met any and all requirements
necessary to act in that capacity, including, without limitation, all laws, rules and regulations and any criteria established
by a Territory Organization, (ii) has provided all documentation and certifications evidencing that Agent has met such requirements,
and (iii) enters into an agreement with the Company setting forth the terms and conditions of the distribution related to any
such Territory Organization.


 


	8.	Confidentiality.



 


(a)        
Unless otherwise agreed to in advance and in writing by the Company or except as expressly permitted by this Agreement, Agent
will not, except as required by law or court order, use Confidential Information or disclose it to any third party. Agent may
disclose Confidential Information only to those of its employees or contractors who need to know such information. In addition,
prior to any disclosure of such Confidential Information to any such employee or contractor, such employee or contractor shall
be made aware of the confidential nature of the Confidential Information and shall execute, or shall already be bound by, a non-disclosure
agreement containing terms and conditions consistent with the terms and conditions of this Agreement. In any event, Agent shall
be responsible for any breach of the terms and conditions of this Agreement by any of its employees or contractors. Agent shall
use the same degree of care to avoid disclosure of Confidential Information as Agent employs with respect to its own Confidential
Information of like importance, but not less than a reasonable degree of care.


 




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(b)        
Agent acknowledges that, during the course of Agent’s performance under this Agreement, Agent has or will receive material
nonpublic information that, if known to the public, would affect IMUN’s stock price. Agent, and any of its members, shall
not (i) purchase or sell IMUN’s stock or any equity instrument related to IMUN’s stock “on the basis of,”
as such term is defined in Rule 10b5-1 of the Securities and Exchange Act of 1934, any material nonpublic information disclosed
in discussions and exchanges between IMUN and Agent until such material nonpublic information is disclosed to the public, and/or
(ii) disclose any material nonpublic information to any third party.


 


(c)        
Upon the termination or expiration of this Agreement for any reason, or upon the Company’s earlier request, Agent will deliver
to the Company all of the Company’s property or Confidential Information in tangible form that Agent may have in its possession
or control.


 


	9.	Infringement
                                         of Intellectual Property Rights. Agent agrees that
                                         if it is notified or otherwise obtains knowledge of any actual or alleged infringement
                                         of the Trademarks or any other intellectual property rights of the Company by a third
                                         party, Agent will promptly notify the Company. No legal proceedings shall be instituted
                                         by Agent against any third party in respect of any such actual or alleged infringement
                                         without the prior written consent of the Company. Agent shall cooperate fully with the
                                         Company in any legal proceedings instituted by the Company, at the Company’s expense.



 


	10.	Term
                                         and Termination.



 


(a)        
Term. This Agreement shall commence on the Effective Date and shall, unless earlier terminated pursuant to Section 10(b),
10(c) or 16(a) below, continue for a term of five (5) years following the Effective Date (the “Initial Term”).
Upon expiration of the Initial Term, this Agreement shall automatically renew for additional one (1) year terms unless terminated
by either Party upon ninety (90) calendar days written notice to the other Party prior to the expiration of the Initial Term or
any renewal term.


 


(b)        
Termination Without Cause. After the Initial Term, this Agreement may be terminated by the Company at any time for any
reason by giving ninety (90) calendar days written notice of such termination to Agent. Agent may terminate this Agreement at
any time for any reason by giving ninety (90) calendar days written notice of such termination to the Company.


 


(c)        
Termination for Material Breach. This Agreement may be terminated by either Party by giving sixty (60) calendar days written
notice of such termination to the other Party in the event of a material breach by the other Party. “Material breach”
shall include: (i) any violation of the terms of Sections 2(a), 2(b), 2(c), 3, 4, 5, 7, 8, 9 and/or 15; (ii) any other breach
that a Party has failed to cure within sixty (60) calendar days after receipt of written notice by the other Party; (iii) any
activity or assistance by Agent of challenging the validity or ownership of the Trademarks or any other intellectual property
rights of the Company; (v) an act of gross negligence or willful misconduct of a Party; and/or (vi) the insolvency, liquidation
or bankruptcy of a Party.


 


(d)        
Effect of Termination. Upon termination of this Agreement, Agent shall cease all activities under this Agreement and promptly
return to the Company all promotional literature and other similar materials or effects which the Company may have furnished to
Agent in connection with its activities hereunder. Upon any termination of this Agreement, the Company shall not be liable to
Agent for loss of future commissions, goodwill, investments, or promotional costs or like expenses.


 




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	11.	Force
                                         Majeure.   Either Party shall be excused
                                         from any delay or failure in performance required hereunder if caused by reason of any
                                         occurrence or contingency beyond its reasonable control, including, but not limited to,
                                         acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor
                                         disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations
                                         and rights of the Party so excused shall be extended on a day-to-day basis for the time
                                         period equal to the period of such excusable interruption. When such events have abated,
                                         the Parties’ respective obligations hereunder shall resume. In the event the interruption
                                         of the excused Party’s obligations continues for a period in excess of ninety (90)
                                         calendar days, either Party shall have the right to terminate this Agreement upon thirty
                                         (30) calendar days’ prior written notice to the other Party.



 


	12.	Limitation
                                         of Liability. Except for violations of Sections
                                         4, 8 or 9, neither Party shall be liable to the other Party for any special, incidental,
                                         consequential, indirect or punitive damages arising in any way out of this Agreement,
                                         however caused and on any theory of liability.



 


	13.	Independent
                                         Contractors. It is understood that both Parties
                                         hereto are independent contractors and engage in the operation of their own respective
                                         businesses. Neither Party hereto is to be considered the agent of the other Party for
                                         any purpose whatsoever and neither Party has any authority to enter into any contract
                                         or assume any obligation for the other Party or to make any warranty or representation
                                         on behalf of the other Party. Each Party shall be fully responsible for its own employees,
                                         servants and agents, and the employees, servants and agents of one Party shall not be
                                         deemed to be employees, servants and agents of the other Party for any purpose whatsoever.



 


	14.	Non-Competition.
                                         During the Term and for a period of one (1) year
                                         after voluntary termination of the Agreement by Agent or termination by the Company pursuant
                                         to Section 10(c) hereof, Agent shall not, directly or indirectly, market, sell or promote
                                         the sale of, or otherwise commercially deal in or with, any products or services within
                                         the Territory Countries that will then be in competition with the Products.



 


	15.	Indemnification
                                         by Agent. Agent shall defend, indemnify, and hold
                                         harmless the Company and the Company’s officers, directors, shareholders, agents
                                         and employees from and against any and all third party losses, liabilities, damages,
                                         demands, suits, causes of action, judgments, costs or expenses (including court costs
                                         and reasonable attorney fees) resulting from or directly or indirectly arising out of
                                         or in connection with this Agreement and the transactions contemplated hereby, including
                                         but not limited to: (a) any claim that any negligent acts or omissions of Agent caused
                                         personal injury, death, property damage, or any other legal or equitable wrong; (b) any
                                         obligation or tax liability imposed on the Company resulting from Agent’s being
                                         determined not to be an independent contractor; and (c) a breach of any covenant, representation
                                         or warranty made herein by Agent. The Company shall have the right to approve any counsel
                                         retained to defend any demand, suit, or cause of action in which the Company is a defendant,
                                         such approval not to be unreasonably withheld. Agent agrees that the Company shall have
                                         the right to control and participate in the defense of any such demand, suit or cause
                                         of action concerning matters that relate to the Company, and that such suit will not
                                         be settled without the Company’s consent, such consent not to be unreasonably withheld.
                                         If, in the Company’s judgment, a conflict exists in the interests of the Company
                                         and Agent in such demand, suit, or cause of action, the Company may retain its own counsel
                                         whose fees shall be paid by Agent. Nothing herein shall be construed as making Agent
                                         liable for any injury or damage caused solely by the negligence or wrongdoing of the
                                         Company.



 




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	16.	Royalty.



 


(a)        Royalty
on Product in the Event of Sale. In the event there is a consummation of the sale or disposition by the Company of all or
substantially all of the Company’s assets, whether by purchase, merger or otherwise, the Company shall have the right to
terminate this Agreement immediately. If the Company exercises such right to terminate, the Company shall pay Agent a royalty
in perpetuity in an amount equal to one percent (1%) of Net Product Sales. “Net Product Sales” means funds
actually received by the Company from the sale of the Products in the Territory, after deduction, where applicable, for: (i) discounts,
including cash discounts or other rebates, (ii) freight, postage, transportation, insurance and duties on shipment of Products,
(iii) special packing charges, and (iv) any tax, government charge or duty (including any tax such as value added or similar tax)
levied on the sale, transportation or delivery of the Products.


 


(b)        Reports;
Method of Payment. In the event Agent is entitled to a royalty in accordance with Section 16(a) above, within thirty (30)
days following the close of each Fiscal Quarter, the Company shall furnish to Agent a written report for such Fiscal Quarter showing
(i) the quantity of Product sold by the Company in the Territory, (ii) the monetary amount of such sales, and (iii) the royalty
payable under this Agreement for such Fiscal Quarter. Simultaneously with the submission of the written report, the Company shall
pay to Agent a sum equal to the aggregate royalty due for such Fiscal Quarter calculated in accordance with this Agreement. The
amount of any royalty payable under this Agreement in respect of any Fiscal Quarter shall be payable in cash. Cash payments to
be made by the Company to Agent under this Agreement shall be paid in United States dollars by bank wire transfer in immediately
available funds in accordance with the wire instructions set forth in Exhibit D.


 


	17.	Successors
                                         and Assignment. This Agreement will be binding
                                         upon and inure to the benefit of any successor of the Company. Any such successor of
                                         the Company will be deemed substituted for the Company under the terms of this Agreement
                                         for all purposes. For this purpose, “successor”
                                         means any person, firm, corporation or other business entity which at any time, whether
                                         by purchase, merger or otherwise, directly or indirectly acquires all or substantially
                                         all of the assets or business of the Company. Neither Party may, without prior written
                                         approval of the other, assign this Agreement or transfer its interest or any part thereof
                                         under this Agreement to any third party; provided, however, that a Party may assign
                                         its rights or obligations to a third party in connection with the merger, reorganization
                                         or acquisition of stock or assets affecting all or substantially all of the properties
                                         or assets of the assigning Party.



 


	18.	Injunctive
                                         Relief. Agent acknowledges and agrees that a violation
                                         of Section 4, 8 or 9 would cause immediate and irreparable harm for which money damages
                                         would be inadequate. Therefore, the Company will be entitled to injunctive relief for
                                         Agent’s breach of any of its obligations under Section 4, 8 or 9 without proof
                                         of actual damages and without the posting of bond or other security. Such remedy shall
                                         not be deemed to be the exclusive remedy for such violation, but shall be in addition
                                         to all other remedies available at law or in equity.



 


	19.	Governing
                                         Law. This Agreement shall be governed by the laws
                                         of the State of Florida applicable to all agreements made and to be fully performed therein,
                                         excluding conflicts of law provisions thereof. Any claim or controversy arising among
                                         or between the parties hereto and any claim or controversy arising out of or respecting
                                         any matter contained in this Agreement or any difference as to the interpretation of
                                         any of the provisions of this Agreement shall be settled by arbitration in Orlando, Florida
                                         by three (3) arbitrators under the then prevailing rules of the American Arbitration
                                         Association. In any arbitration involving this Agreement, the arbitrators shall not make
                                         any award, which will alter, change, cancel or rescind any provision of the Agreement
                                         and their award shall be consistent with the provisions of this Agreement. Any such arbitration
                                         must be commenced no later than one (1) year from the date such claim or controversy
                                         arose. The award of the arbitrators shall be final and binding and judgment may be entered
                                         in any court of competent jurisdiction. In addition to the foregoing, the Company may
                                         apply to any court of appropriate jurisdiction for any of the provisional remedies it
                                         may be entitled to, including but not limited to injunction or attachment, pending the
                                         determination of any claim or controversy pursuant to the arbitration provisions of this
                                         Agreement. Service of process and notice of arbitration of any and all documents and
                                         papers may be made either by Certified or Registered mail, addressed to either party
                                         at the addresses listed in this Agreement.



 




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	20.	Notices.
                                         All notices, demands or other communications given
                                         hereunder shall be deemed to have been duly given only upon hand delivery thereof or
                                         upon the first business day after delivery to a reputable international overnight courier
                                         service for overnight delivery, addressed as set forth below, or to such other address
                                         or such other person as either Party shall designate in writing to the other for such
                                         purposes and in the manner set forth herein. 



 


Notices
to Agent are to be addressed as follows: 


 


GB
Global Group


Attention:
Dr. Estelle-Marie Heussen, Ph.D


330
15th St., S.E. 


Washington
D.C. 20003 


 


Notices
to the Company are to be addressed as follows: 


 


Immune
Therapeutics, Inc. 


Attention:
Corporate Counsel


37
North Orange Avenue, Suite 607


Orlando,
Florida 32801


 


	21.	General.
                                         This Agreement constitutes the entire agreement
                                         of the Parties on the subject hereof and supersedes all prior understandings and instruments,
                                         including, without limitation, the Original Agency Agreement. This Agreement may not
                                         be modified other than by a written instrument executed by duly authorized representatives
                                         of the Parties. No delay or failure by the Company to exercise any right under this Agreement,
                                         and no partial or single exercise of that right, will constitute a waiver of that or
                                         any other right provided herein, and no waiver of any violation of any term or provision
                                         of this Agreement will be construed as a waiver of any succeeding violation of the same
                                         or any other provision of the Agreement.



 


	22.	Survival
                                         of Provisions. The following provisions of this
                                         Agreement shall survive the termination of this Agreement: Sections 8, 14, 15, 16, 18,
                                         19 and 22 and all other provisions of this Agreement that by their nature extend beyond
                                         the termination of this Agreement.



 


Signatures
Appear on the Following Page 


 




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IN
WITNESS WHEREOF, and intending to be legally bound, the Parties have duly executed this Agreement as of the Effective Date.


 


	IMUN:	 	
	 	 	 
	Immune
    Therapeutics, Inc.	 	TNI
    BioTech International, Ltd.
	 	 	 	 
	By:	/s/
    Chris Pearce 	 	By:	/s/
    Chris Pearce
	 	Chris
    Pearce, Chief Operating Officer	 	 	Chris
    Pearce, President


 


	Agent:	 
	 	 	 
	GB
    Pharma Holdings, LLC	 
	 	 	 
	By:
    	/s/
    Dr. Gloria Herndon 	 
	 	Dr.
    Gloria Herndon, Managing Member	 


 


ACKNOWLEDGED
AND AGREED:


 


The
undersigned hereby acknowledge and agree that the Original Agency Agreement is terminated as of the Effective Date and this Agreement
supersedes the Original Agency Agreement.


 


	GBPH:	 	AIRMED:
	 	 	 
	GB
    Pharma Holdings, Inc.	 	Airmed
    Biopharma Limited 
	 	 	 	 	 
	By:	/s/
    Dr. Gloria Herndon	 	By:	/s/
    Chris Pearce 
	 	Dr.
    Gloria Herndon, President	 	 	 Chris
    Pearce


 









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EXHIBIT
A – PRODUCTS


 


	 	●	A
    product for human use formulated by the Company utilizing the Company’s patent and/or licensing rights relating to Low
    Dose Naltrexone (LDN); Trademark: LodonalTM
	 	 	 
	 	●	A
    product for human use formulated by the Company utilizing the Company’s patent and/or licensing rights relating to Methionine-Enkephalin
    (MENK)


 




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EXHIBIT
B – TERRITORY COUNTRIES


 


	 	●	Economic
    Community of West African States (ECOWAS) countries
	 	 	 
	 	●	Economic
    Community of Central Africa (ECCAS) countries
	 	 	 
	 	●	The
    Arab Maghreb Union (AMU/UMA) countries
	 	 	 
	 	●	The
    East African Community (EAC) countries
	 	 	 
	 	●	The
    Intergovernmental Authority on Development (IGAD) countries
	 	 	 
	 	●	The
    Southern African Development Community (SADC) countries
	 	 	 
	 	●	The
    Common Market for Eastern and Southern Africa (COMESA) countries
	 	 	 
	 	●	The
    Community of Sahel-Saharan States (CENSAD) countries
	 	 	 
	 	●	West
    and Central African Franc countries


 


Agent
and the Company hereby acknowledge and agree that the Caribbean countries and the South East Asia countries (i.e., Brunei, Cambodia,
East Timor, Indonesia, Laos, Malaysia, Myanmar, Philippines, Singapore, Thailand and Vietnam) shall be included in the Territory
Countries; provided, however, that the Product pricing and commission terms set forth in Section 3(a) and (b) of this Agreement
shall be revised through reasonable and good faith negotiations between the Parties.


 


Agent
shall have the right of first refusal to other regions and not yet named territories among Central and South America and other
countries with reciprocity in approvals outside of the Territory Countries defined above. In this regard, the Company shall notify
Agent in writing of the offer by another potential agent in any such additional regions or countries, and shall offer Agent the
right to perform its services in such additional regions or countries in line with the terms of this Agreement. Agent shall, upon
receipt of the Company’s written offer, indicate in writing within thirty (30) days of Agent’s acceptance or rejection
of the offer.


 


Agent
hereby acknowledges and agrees that the Engagement Agreement for Business Development & Marketing Services Provided by Brewer
and Associates Consulting, LLC dated June 26, 2016 and entered into between IMUN and Brewer and Associates Consulting, LLC does
not in any way violate Agent’s exclusivity set forth in this Agreement.


 




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EXHIBIT
C – TERRITORY ORGANIZATONS


 


	 	●	UNAIDS
	 	 	 
	 	●	PEPFAR
	 	 	 
	 	●	Global
    Fund
	 	 	 
	 	●	Clinton
    Foundation
	 	 	 
	 	●	Melinda
    and Bill Gates Foundation
	 	 	 
	 	●	National
    AIDS Counsel


 




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EXHIBIT
D – AGENT’S WIRE INSTRUCTIONS


 


SunTrust


14939
Shady Grove Rd,


Rockville,
MD 20850


Tel
301-795-0857


GB
Pharma Holdings


Acct.
# 1000152928734


ACH
routing number: 061000104


Swift
Code: SNTRUS3A


 




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