Exhibit 10.2


 





NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL SELECTED BY THE HOLDER, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION
IS NOT REQUIRED UNDER SAID ACT, OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING,
THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE. THE PRINCIPAL AMOUNT REPRESENTED BY THIS
NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF.


 


Immune
Pharmaceuticals Inc.


 


CONVERTIBLE
NOTE


 


	Issuance Date:  November 17, 2016	Principal Amount: U.S.  $1,050,000


 


FOR VALUE RECEIVED,
Immune Pharmaceuticals Inc., a Delaware corporation (the "Company"), hereby promises to pay to HLHW IV, LLC or
registered assigns (the "Holder") in cash and/or in shares of Common Stock (as defined in Section 27), to the
extent provided for herein, the amount set out above as the Principal Amount (as reduced pursuant to the terms hereof pursuant
to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined
below), acceleration, mandatory conversion, redemption or otherwise (in each case in accordance with the terms hereof) and to pay
interest ("Interest") on any outstanding Principal at the applicable Interest Rate from the date set out above
as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon the Maturity Date,
acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). Certain capitalized terms
used herein are defined in Section 27. This Note is one of a series of Notes, having the same terms and provisions, issued pursuant
to that certain Securities Purchase Agreement dated November 17, 2016, by and among the Company, the Holder and the other parties
thereto (the "Purchase Agreement"), and capitalized terms not defined herein will have the meanings set forth
in the Purchase Agreement.


 




      


     


    

  


(1)          PAYMENTS
OF PRINCIPAL; PREPAYMENT. On the Maturity Date, the Company shall pay to the Holder an amount in cash
and/or shares of Common Stock as set forth herein representing all outstanding Principal, accrued and unpaid Interest) on
such Principal and Interest ; provided, however, that in all cases involving payments of Principal, Interest, fees or Redemption
Prices or redemptions in cash, the Company may only use the proceeds from the sale of common stock pursuant to the At the Market
Equity Facility to make cash payments or redeem the Notes while the Company continues to have outstanding senior debt with Hercules
Capital, Inc. (f/k/a Hercules Technology Growth Capital, Inc., “Hercules”). The "Maturity Date"
shall be November 17, 2017.


 


(2)          INTEREST.
Interest on this Note shall commence accruing on the Issuance Date at the Interest Rate and shall be computed on the basis of a
360-day year and twelve 30-day months and shall be payable in arrears on the Maturity Date. Interest shall be payable on the Maturity
Date or, if such date falls on a Holiday, the next day that is not a Holiday, to the record holder of this Note on the Maturity
Date in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to
the Company, shares of Common Stock or a combination thereof at the Company’s discretion, unless there is an Event of Default,
in which case, the option of having this Note repaid in cash, shares of Common Stock or a combination thereof shall be with the
Holder. Prior to the payment of Interest on the Maturity Date, Interest on this Note shall accrue at the Interest Rate and be payable
by way of inclusion of the Interest in the Conversion Amount (as defined in Section 3(b)(i)) on each (i) Conversion Date (as defined
in Section 3(c)(ii)) in accordance with Section 3(c)(i) and/or (ii) Redemption Date.


 


(3)          CONVERSION
OF NOTES. Following the Issuance Date, this Note shall be convertible into shares of Common Stock on the terms and conditions
set forth in this Section 3.


 


(a)    Optional
Conversion Right. Subject to the provisions of Section 3(d)(i) and Section 3(d)(ii), at any time or times on or after the Issuance
Date of this Note, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount into fully
paid and nonassessable shares of Common Stock in accordance with Section 3(c), at the Conversion Rate (as defined below). The Company
shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a
fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share.
The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery
of Common Stock upon conversion of any Conversion Amount.


 


(b)    Conversion
Rate. The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to Section 3(a) shall
be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the "Conversion Rate").


 


(i)          "Conversion
Amount" means the sum of (A) the portion of the Principal to be converted, redeemed or otherwise with respect to which
this determination is being made and (B) accrued and unpaid Interest with respect to such Principal.


 




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(ii)         "Conversion
Price" means eighty percent (80%) of the lowest intraday bid price on the date of conversion (“Conversion Date”);
provided the lowest intraday bid price on such Conversion Date is above the Market Price. In the event on the Conversion Date,
the lowest intraday bid price is less than the Market Price, then in that instance, the Conversion Price on that Conversion Date
will be equal to the lowest intraday bid price.


 


		(c)	Mechanics of Optional Conversion and Adjustment:



 


(i)          Registration;
Book-Entry. The Company shall maintain a register (the "Register") for the recordation of the names and addresses
of the holders of each Note and the Principal amount of the Notes (and stated interest thereon) held by such holders (the "Registered
Notes"). The entries in the Register, made in good faith, shall be conclusive and binding for all purposes absent manifest
error. The Company and the holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of
a Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest, if any, hereunder,
notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such
assignment or sale on the Register. Upon its receipt of a request to assign or sell all or part of any Registered Note by the Holder,
the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same
aggregate Principal amount as the Principal amount of the surrendered Registered Note to the designated assignee or transferee
pursuant to Section 14. Notwithstanding anything to the contrary in this Section 3(c)(iii), the Holder may assign any Note or any
portion thereof to an Affiliate of such Holder or a Related Fund of such Holder without delivering a request to assign or sell
such Note to the Company and the recordation of such assignment or sale in the Register (a "Related Party Assignment");
provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder
has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the
failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company
shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder
shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the "Related Party
Register") comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon
recordation of such assignment or sale in the Related Party Register. Notwithstanding anything to the contrary set forth herein,
upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically
surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted or (B) the
Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance
of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal and
Interest, converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and
the Company, so as not to require physical surrender of this Note upon conversion.


 




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(ii)         Registration
Rights. Within 10 days from the date of this Note, the Company shall file an S-3 Registration Statement with the Securities
and Exchange Commission registering for resale the shares of Common Stock underlying the Note.


 


(iii)        Optional
Repayment (“Redemption”). If at any time the lowest intraday bid price drops below $0.25, the Holder may elect
to redeem $350,000 of the outstanding principal, interest and any amounts due under the Note. This redemption process may be repeated
once every five (5) business days, at the election of Holder, until the Note is fully satisfied. The foregoing notwithstanding,
Holder may convert any or all of this Note into shares of Common Stock at any time. As per the Subordination Agreement, the above
amounts may be paid only from the proceeds from the sale of Common Stock pursuant of the At The Market Equity Facility.


 


		(d)	Limitations on Conversions.



 


(i)     Beneficial
Ownership. Notwithstanding anything to the contrary contained in this Note, this Note shall not be convertible by the Holder
hereof, and the Company shall not effect any conversion of this Note or otherwise issue any shares of Common Stock pursuant hereto,
to the extent (but only to the extent) that after giving effect to such conversion or other share issuance hereunder the Holder
(together with its affiliates) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Common Stock.
To the extent the above limitation applies, the determination of whether this Note shall be convertible (vis-à-vis other
convertible, exercisable or exchangeable securities owned by the Holder or any of its affiliates) shall, subject to such Maximum
Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or exchange (as
the case may be). No prior inability to convert this Note, or to issue shares of Common Stock, pursuant to this paragraph shall
have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility.
For purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with
respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the 1934 Act (as defined
in the Securities Purchase Agreement) and the rules and regulations promulgated thereunder. The provisions of this paragraph shall
be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any
portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein
contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation.
The limitations contained in this paragraph shall apply to a successor Holder of this Note. The holders of Common Stock shall be
third party beneficiaries of this paragraph and the Company may not waive this paragraph without the consent of holders of a majority
of its Common Stock. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1)
Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding, including by virtue
of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation,
pursuant to this Note or securities issued pursuant to the Securities Purchase Agreement.


 




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(ii)    Principal
Market Regulation. Unless permitted by the applicable rules and regulations of the Principal Market, the Company shall not
issue any shares of Common Stock upon conversion of this Note if the issuance of such shares of Common Stock would exceed the aggregate
number of shares of Common Stock which the Company may issue upon exercise or conversion (as the case may be) of the Notes without
breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may
be issued without violating such rules and regulations, the “Exchange Cap”). Notwithstanding the foregoing,
such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable
rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion
from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Holder.
In the event that any Holder shall sell or otherwise transfer any of such Holder’s Notes, the Exchange Cap restrictions set
forth herein shall continue to apply to the Note and such transferee.


 


(e)   Disputes.
In the event of a dispute as to the number of shares of Common Stock issuable to the Holder in connection with a conversion of
this Note, the Company shall issue to the Holder the number of shares of Common Stock not in dispute and resolve such dispute in
accordance with Section 22.


 


		(4)	The Company hereby covenants and agrees as follows:



 


(a)   Sale of Assets.
During the thirty (30) days from the date of this Note, with the exception of moving certain of its assets to any of its subsidiaries,
the Company shall not sell any material assets.


 


(b)  Additional Debt.
While this Note is outstanding, the Company shall not incur any additional indebtedness for borrowed money, other than an indebtedness
that is Permitted Indebtedness.


 


(c)   Issuances of
Common Stock. Until the effectiveness of the registration statement by the Company pursuant to the Registration Rights Agreement
dated the date of this Note between the Company and the initial Holder of this Note, the Company will not issue any shares of Common
Stock that do not constitute “restricted securities” (as that term is known under Rule 144 of the Securities and Exchange
Act), other than pursuant to convertible securities, option and warrants that are outstanding as of the date of this Note.


 







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		(5)	RIGHTS UPON EVENT OF DEFAULT.



 


(a)   Event
of Default. Each of the following events shall constitute an "Event of Default”; provided, however,
that, except in the case of the Events of Default listed in Sections 5(a)1, or 5(a)9 below, the Company shall have five (5) business
days to cure such Event of Default unless a lesser number of days is required pursuant to the provisions of this Section 5.


 


(i)          Failure
to Pay Principal or Interest. The Company fails to pay the Principal Amount hereof, interest, liquidated damages and other
amounts thereon when due on the Note whether at maturity, upon acceleration or otherwise.


 


(ii)         Conversion
and the Shares. The Company (i) fails to issue Conversion Shares to the Holder (or announces or threatens in writing that it
will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the
terms of the Note, (ii) fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form)
any certificate for the Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant to the Note as and when
required by the Note, or (iii) the Company directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer
agent in transferring (or issuing) (electronically or in certificated form) any certificate for the Conversion Shares issuable
to the Holder upon conversion of or otherwise pursuant to the Note as and when required by the Note, or fails to remove (or directs
its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or
to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Holder
upon conversion of or otherwise pursuant to the Note as and when required by the Note (or makes any written announcement, statement
or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured
(or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for five (5)
business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Company to remain current
in its obligations to its transfer agent. It shall be an Event of Default of the Note, if a conversion of the Note is delayed,
hindered or frustrated due to a balance owed by the Company to its transfer agent. If at the option of the Holder, the Holder advances
any funds to the Company’s transfer agent in order to process a conversion, such advanced funds shall be paid by the Company
to the Holder within forty eight (48) hours of a demand from the Holder. If Borrower is unable to do so, they shall have an opportunity
to cure within five (5) business days.


 


(iii)        Breach
of Agreements and Covenants. The Company breaches any material agreement, covenant or other material term or condition contained
in the Purchase Agreement, the Note, the subordination agreement to be entered into with Hercules with respect to this Note and
transaction or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith or therewith,
and such breach results in a material adverse effect on the business or assets of the Company. 


 


(iv)        Breach
of Representations and Warranties. Any representation or warranty of the Company made in the Purchase Agreement or the Note,
or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith or therewith shall be
false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a Material
Adverse Effect on the rights of the Holder with respect to the Note or the Purchase Agreement.  In the event of such a breach,
the Company shall have an opportunity to cure within two (2) business days.


 




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(v)         Receiver
or Trustee. The Company or any subsidiary of the Company shall make an assignment for the benefit of creditors, or apply for
or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a
receiver or trustee shall otherwise be appointed. Under such circumstances, the Company shall have an opportunity to cure within
sixty (60) days.


 


(vi)        Judgments.
Any money judgment, writ or similar process shall be entered or filed against the Company or any subsidiary of the Company or any
of its property or other assets for more than $200,000, and shall remain unvacated, unbonded or unstayed for a period of twenty
(20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.


 


(vii)       Bankruptcy.
Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under
any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company or any subsidiary of the
Company. Under such circumstances, the Company shall have an opportunity to cure within sixty (60) days.


 


(viii)      Delisting
of Common Stock. The Company shall fail to maintain the listing of the Common Stock minimally on the OTCQB. 


 


(ix)         Failure
to Comply with the 1934 Act. The Company shall fail to comply with the reporting requirements of the 1934 Act and/or the Company
shall cease to be subject to the reporting requirements of the 1934 Act.


 


(x)          Liquidation.
Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business or assets.


 


(xi)         Cessation
of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts
as such debts become due, provided, however, that any disclosure of the Company’s ability to continue as a “going concern”
shall not be an admission that the Company cannot pay its debts as they become due.


 


(xii)        Reverse
Splits. The Company effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the Holder,
except if the Reverse Split is being effectuated to comply with NASDAQ continued listing requirements.


 


(xiii)       DTC
“Chill”. The DTC places a “chill” (i.e. a restriction placed by DTC on one or more of DTC’s services,
such as limiting a DTC participant’s ability to make a deposit or withdrawal of the security at DTC) on any of the Company’s
securities. In the event of such a breach, the Company shall have an opportunity to cure within twenty (20) business days.


 




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(xiv)      Other
Obligations. The occurrence of any default under any agreement or obligation of Company that is not cured within 10 days that
could reasonably be expected to have a Material Adverse Effect.


 


(xv)       Default
under Transaction Documents or Other Material Agreement. A default or event of default (subject to any grace or cure period
provided in the applicable agreement, document or instrument) shall occur under (A) this Note or any of the other agreements entered
into by the parties related to the purchase of this Note (collectively, the “Transaction Documents”), or (B)
any other material agreement, lease, document or instrument to which Company or any Subsidiary is obligated (and not covered by
clause (vi) below), which in the case of subsection (B) would reasonably be expected to have a Material Adverse Effect.


 


(xvi)      Default
under Mortgage or Other Agreement of Indebtedness. Company or any Subsidiary shall default on any of its obligations under
any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there
may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed money or money due under any long term
leasing or factoring arrangement that (a) involves an obligation greater than $50,000, whether such indebtedness now exists or
shall hereafter be created, and (b) results in such indebtedness becoming or being declared due and payable prior to the date on
which it would otherwise become due and payable.


 


(xvii)     The
Occurrence of a Change in Control Transaction. Company shall be a party to any change of control transaction or Fundamental
Transaction or shall agree to sell or dispose of all or in excess of 30% of its assets in one transaction or a series of related
transactions (whether or not such sale would constitute a Change of Control Transaction).


 


(xviii)    Failure
to Meet the Requirements under Rule 144. Company does not meet the current public information requirements under Rule 144.


 


(xix)       Failure
to Maintain Intellectual Property. The failure by Company or any material Subsidiary to maintain any material intellectual
property rights, personal, real property, equipment, leases or other assets which are necessary to conduct its business (whether
now or in the future) and such breach is not cured with twenty (20) days after written notice to the Company from the Holder.


 


(xx)        Trading
Suspension. A Commission or judicial stop trade order or suspension from the Company’s Principal Market.


 


(xxi)       Restatement
of Financial Statements. The restatement after the date hereof of any financial statements filed by the Company with the Commission
for any date or period from two years prior to the Issuance Date and until this Note is no longer outstanding, if the result of
such restatement would, by comparison to the unrestated financial statements, have constituted a Material Adverse Effect. For the
avoidance of doubt, any restatement related to new accounting pronouncements shall not constitute a default under this Section.


 




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(xxii)      Failure
to Provide Required Notification of a Material Event. A failure by Company to notify Holder of any material event of which
Company is obligated to notify Holder pursuant to the terms of this Note or any other Transaction Document.


 


(xxiii)     Invalidity
or Unenforceability of Transaction Documents. Any material provision of any Transaction Document shall at any time for any
reason (other than pursuant to the express terms thereof) cease to be valid and binding on or enforceable against the Company,
or the validity or enforceability thereof shall be contested by Company, or a proceeding shall be commenced by Company or any governmental
authority having jurisdiction over Company or Holder, seeking to establish the invalidity or unenforceability thereof, or Company
shall deny in writing that it has any liability or obligation purported to be created under any Transaction Document.


 


(xxiv)    Registration
Statement. Failure to file the Registration Statement within 10 days as noted in Section 3(c)(ii) and/or to have the Registration
Statement declared effective effective by the SEC.


 


(xxv)     At
the Market Equity Facility. Failure of the Company to execute and/or comply with its obligations pursuant to the terms of the
At the Market Equity Facility on or before November 23, 2016.


 


(b)   Redemption
Right. At any time after the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an
"Event of Default Redemption") all or any portion of this Note by delivering written notice thereof (the "Event
of Default Redemption Notice") to the Company, which Event of Default Redemption Notice shall indicate the portion of
this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company
pursuant to this Section 5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price
equal to the greater of 18% per annum or the maximum rate permitted under applicable law of the Conversion Amount being redeemed
(the "Event of Default Redemption Price") together with liquidated damages of $250,000. Redemptions required
by this Section 5(b) shall be made in accordance with the provisions of Section 12. To the extent redemptions required by this
Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions
shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section
3(b)(ii) and 3(d), until the Event of Default Redemption Price (together with any interest thereon) is paid in full, the Conversion
Amount submitted for redemption under this Section 5(b) (together with any interest thereon) may be converted, in whole or in part,
by the Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company's redemption of
any portion of the Note under this Section 5(b), the Holder's damages would be uncertain and difficult to estimate because of the
parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment
opportunity for the Holder. Accordingly, any Event of Default redemption premium due under this Section 5(b) is intended by the
parties to be, and shall be deemed, a reasonable estimate of the Holder's actual loss of its investment opportunity and not as
a penalty.


 




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		(6)	INTENTIONALLY OMITTED.



 


		(7)	RIGHTS UPON FUNDAMENTAL TRANSACTION.



 


(a)   If, at any time while this Note is outstanding, (i) the Company effects a Fundamental Transaction, then, upon any subsequent
conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon
such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash
or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately
prior to such Fundamental Transaction, the holder of 1 share of Common Stock (the “Alternate Consideration”).
For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such
Alternate Consideration based on the amount of Alternate Consideration issuable in respect of 1 share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting
the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice
as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice
as to the Alternate Consideration it receives upon any conversion of this Debenture following such Fundamental Transaction. To
the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental
Transaction shall issue to the Holder a new debenture consistent with the foregoing provisions and evidencing the Holder’s
right to convert such debenture into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction
is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section
7(a) and insuring that this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction
analogous to a Fundamental Transaction.


 


(8)         DISTRIBUTION
OF ASSETS; RIGHTS UPON ISSUANCE OF PURCHASE RIGHTS AND OTHER CORPORATE EVENTS.


 


(a)   Distribution
of Assets. If the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire its
assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation,
any distribution of cash, stock or other securities, property, options, evidence of Indebtedness or any other assets by way of
a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the "Distributions"),
then the Holder will be entitled to such Distributions as if the Holder had held the number of shares of Common Stock acquirable
upon complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this
Note) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as
of which the record holders of Common Stock are to be determined for such Distributions and the portion of such Distribution shall
be held in abeyance for the Holder until such time or times as its right thereto would not result in the Holder and the other Attribution
Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such rights (and any rights under
this Section 8(a) on such initial rights or on any subsequent such rights to be held similarly in abeyance) to the same extent
as if there had been no such limitation).


 




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(b)   Purchase
Rights. If at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock,
warrants, securities or other property pro rata to the record holders of any class of Common Stock (the "Purchase Rights"),
then the Holder will be entitled to acquire or receive, as applicable, 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 conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note)
immediately prior to 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, that to the extent that the Holder's right to participate in any
such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder
shall not be entitled to participate in such Purchase Right to such extent (and shall not be entitled to beneficial ownership of
such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to such extent) and such Purchase Right
to such extent shall be held in abeyance for the Holder until such time or times as its right thereto would not result in the Holder
and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right
(and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly
in abeyance) to the same extent as if there had been no such limitation).


 


(c)   Other
Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the occurrence or consummation
of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities, cash, assets
or other property with respect to or in exchange for shares of Common Stock (a "Corporate Event"), the Company
shall make appropriate provision to ensure that, and any applicable Successor Entity or Successor Entities shall ensure that, and
it shall be a required condition to the occurrence or consummation of such Corporate Event that, the Holder will thereafter have
the right to receive upon conversion of this Note at any time after the occurrence or consummation of the Corporate Event, shares
of Common Stock or Successor Capital Stock or, if so elected by the Holder, in lieu of the shares of Common Stock (or other securities,
cash, assets or other property) purchasable upon the conversion of this Note prior to such Corporate Event (but not in lieu of
such items still issuable under Sections 6(a) and 6(b), which shall continue to be receivable on the Common Stock or on such shares
of stock, securities, cash, assets or any other property otherwise receivable with respect to or in exchange for shares of Common
Stock), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or
subscription rights and any shares of Common Stock) which the Holder would have been entitled to receive upon the occurrence or
consummation of such Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate
Event, had this Note been converted immediately prior to such Corporate Event or the record, eligibility or other determination
date for the event resulting in such Corporate Event (without regard to any limitations on conversion of this Note). Provision
made pursuant to the preceding sentence shall be in a form and substance satisfactory to the Holder. The provisions of this Section
8 shall apply similarly and equally to successive Corporate Events.


 




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		(9)	RIGHTS UPON ISSUANCE OF OTHER SECURITIES.



 


(A)        Adjustment
of Conversion Price upon Subdivision or Combination of Common Stock. If the Company at any time on or after the Issuance Date
subdivides (by any stock split, stock dividend, recapitalization or otherwise) other than for a reverse split effectuated to comply
with Nasdaq listing standards, one or more classes of its outstanding shares of Common Stock into a greater number of shares, the
Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. If the Company at any time on
or after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares
of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately
increased.


 


		(B)	Certain Adjustments.



 


(a)          Adjustment
Upon Issuance of Shares of Common Stock. If and whenever on or after the date hereof, the Company issues or sells, or in accordance
with this Section 9(B) is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of
Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance issued or sold or deemed to
have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to
the Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Conversion Price then in
effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then
immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to the New Issuance Price. For all
purposes of the foregoing (including, without limitation, determining the adjusted Conversion Price and consideration per share
under this Section 9(B)), the following shall be applicable:


 


(i)          Issuance
of Options. If the Company in any manner grants or sells any Options (other than Options that qualify as Exempt Issuances)
and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion,
exercise or exchange of any Convertible Securities issuable upon exercise of any such Option is less than the Applicable Price,
then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of
the granting or sale of such Option for such price per share. For purposes of this Section 9(B)(a)(i), the “lowest price
per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or
exchange of any Convertible Securities issuable upon exercise of any such Option” shall be equal to (1) the lower of (x)
the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of
Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of
any Convertible Security issuable upon exercise of such Option and (y) the lowest exercise price set forth in such Option for which
one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible
Securities issuable upon exercise of any such Option minus (2) the sum of all amounts paid or payable to the holder of such Option
(or any other Person) upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange
of any Convertible Security issuable upon exercise of such Option plus the value of any other consideration received or receivable
by, or benefit conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment
of the Conversion Price shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities
upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange
of such Convertible Securities.


 




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(ii)         Issuance
of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than Convertible
Securities that qualify as Exempt Issuances) and the lowest price per share for which one share of Common Stock is issuable upon
the conversion, exercise or exchange thereof is less than the Applicable Price, then such share of Common Stock shall be deemed
to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities
for such price per share. For the purposes of this Section 9(B)(a)(ii), the “lowest price per share for which one share
of Common Stock is issuable upon the conversion, exercise or exchange thereof” shall be equal to (1) the lower of (x) the
sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common
Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security
and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon
conversion, exercise or exchange thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security
(or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received
or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated
below, no further adjustment of the Conversion Price shall be made upon the actual issuance of such shares of Common Stock upon
conversion, exercise or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities
is made upon exercise of any Options for which adjustment of this Note has been or is to be made pursuant to other provisions
of this Section 9(B)(a), except as contemplated below, no further adjustment of the Conversion Price shall be made by reason of
such issue or sale.


 




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(iii)        Change
in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration,
if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible
Securities are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time,
the Conversion Price in effect at the time of such increase or decrease shall be adjusted to the Conversion Price which would
have been in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase
price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted,
issued or sold. For purposes of this Section 9(B)(a)(iii), if the terms of any Option or Convertible Security that was outstanding
as of the date of issuance of this Note are increased or decreased in the manner described in the immediately preceding sentence,
then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange
thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section
9(B) shall be made if such adjustment would result in an increase of the Conversion Price then in effect.


 


(iv)        Calculation
of Consideration Received. If any Option and/or Convertible Security and/or Adjustment Right is issued in connection with the
issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary
Security”, and such Option and/or Convertible Security and/or Adjustment Right, the “Secondary Securities”),
together comprising one integrated transaction, the consideration per share of Common Stock with respect to such Primary Security
shall be deemed to be equal to the difference of (x) the lowest price per share for which one share of Common Stock was issued
in such integrated transaction (or was deemed to be issued pursuant to Section 9(B)(a)(i) or 9(B)(a)(ii) above, as applicable)
solely with respect to such Primary Security, minus (y) with respect to such Secondary Securities, the fair market value of such
Secondary Securities as agreed to by the Company and Holder and absent such agreement by an independent, reputable appraiser jointly
selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent
manifest error and the fees and expenses of such appraiser shall be borne by the Company.


 


(C)         Calculations.
All calculations under this Section 9(b) shall be made to the nearest cent or the nearest 1/100th of a share, as the case may
be. For purposes of this Section 9(b) the number of shares of Common Stock deemed to be issued and outstanding as of a given date
shall be the sum of the number of shares of Common Stock (excluding any treasury shares of Company) issued and outstanding.


 


		(D)	Notice to the Holder.



 


(i)   Adjustment
to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 9(D), Company shall
promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement
of the facts requiring such adjustment.


 




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ii.    Notice
to Allow Conversion by Holder. If (A) Company shall declare a dividend (or any other distribution in whatever form) on the
Common Stock, (B) Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Company
shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of
capital stock of any class or of any rights, (D) the approval of any stockholders of Company shall be required in connection with
any reclassification of the Common Stock, any consolidation or merger to which Company is a party, any sale or transfer of all
or substantially all of the assets of Company, or any compulsory share exchange whereby the Common Stock is converted into other
securities, cash or property or (E) Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up
of the affairs of Borrower, then, in each case, Company shall cause to be filed at each office or agency maintained for the purpose
of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note
Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating
(x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or
if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend,
distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that
holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure
to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required
to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public
information regarding Company or any of the Subsidiaries, Company shall simultaneously file such notice with the Commission pursuant
to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the
date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth
herein.


 


(E)         Voluntary
Adjustment by Company. The Company may at any time during the term of this Note, with the prior written consent of the Holder,
reduce the then current Conversion Price to any amount and for any period of time deemed appropriate by the Board of Directors
of the Company.


 


(10)        NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, Bylaws or
through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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 Note, and will
at all times in good faith carry out all of the provisions of this Note and take all action as may be required to protect the rights
of the Holder of this Note.


 




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		(11)	OPTIONAL REDEMPTION RIGHTS



 


(a)   On
the Maturity Date, the Company shall pay the amount being redeemed, including accrued interest and any other amounts due under
the Note, in cash, Common Stock or any combination thereof, at the Company’s sole discretion.


 


		(b)	Reserved.



 


(c)   Optional
Repayment(“Redemption”). If at any time the lowest intraday bid price drops below $0.25, the Holder may elect to
redeem $350,000 of the outstanding principal, interest and any amounts due under the Note. This redemption process may be repeated
once every five (5) business days, at the election of Holder, until the Note is fully satisfied. The foregoing notwithstanding,
Holder may convert any or all of this Note into shares of Common Stock at any time. As per the Subordination Agreement, the above
amounts may be paid only from the proceeds from the sale of Common Stock pursuant of the At The Market Equity Facility.


 


		(12)	REDEMPTIONS.



 


(a)    Mechanics.
The Company shall deliver the applicable Optional Redemption Price to the Holder within three (3) Business Days after the Company's
receipt of such notice otherwise (such date, the "Optional Redemption Date"). The Company shall pay the applicable
Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by
the holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Conversion
Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section
17(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall
be calculated as if no Redemption Notice has been delivered. In the event that the Company does not pay the applicable Redemption
Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price
in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or
any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption
Price has not been paid. Upon the Company's receipt of such notice, (x) the applicable Redemption Notice shall be null and void
with respect to such Conversion Amount, (y) the Company shall immediately return this Note, or issue a new Note (in accordance
with Section 17(d)) to the Holder representing such Conversion Amount to be redeemed and (z) the Conversion Price of this Note
or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the applicable
Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including
the date on which the applicable Redemption Notice is delivered to the Company and ending on and including the date on which the
applicable Redemption Notice is voided; provided, however, that in no event shall the Conversion Price be a price less than the
Market Price.


 




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(13)        VOTING
RIGHTS. The Holder shall have no voting rights as the holder of this Note, except as required by law and as expressly provided
in this Note.


 


		(14)	COVENANTS.



 


(a)    Incurrence
of Indebtedness. So long as this Note is outstanding, the Company shall not, and the Company shall not permit any of its Subsidiaries
to, directly or indirectly, incur or guarantee, assume or suffer to exist any Indebtedness, other than Permitted Indebtedness.


 


(b)   Existence
of Liens. So long as this Note is outstanding, the Company shall not, and the Company shall not permit any of its Subsidiaries
to, directly or indirectly, allow or suffer to exist any Liens other than Permitted Liens.


 


(c)   Change
in Nature of Business. The Company shall not make, or permit any of its Subsidiaries to make, any change in the nature of its
business as described in the Company's most recent Annual Report filed on Form 10-K with the SEC. The Company shall not modify
its corporate structure or purpose.


 


(d)   Intellectual
Property. The Company shall not, and the Company shall not permit any of its Subsidiaries, directly or indirectly, to encumber
or allow any Liens on, any of its own or its licensed copyright rights, copyright applications, copyright registrations and like
protections in each work of authorship and derivative work, whether published or unpublished, any patents, patent applications
and like protections, including improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part
of the same, trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether registered
or not, and the goodwill of the business of the Company and its Subsidiaries connected with and symbolized thereby, know-how, operating
manuals, trade secret rights, rights to unpatented inventions, and any claims for damage by way of any past, present, or future
infringement of any of the foregoing, other than Permitted Liens.


 


(e)    Preservation
of Existence, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its
existence, rights and privileges, and become or remain, and cause each of its Subsidiaries to become or remain, duly qualified
and in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction
of its business makes such qualification necessary.


 


(f)    Maintenance
of Properties, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all
of its properties which are necessary or useful in the proper conduct of its business in good working order and condition, ordinary
wear and tear excepted, and comply, and cause each of its Subsidiaries to comply, at all times with the provisions of all leases
to which it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder.


 




    - 17 -  


     


    

 


(g)   Maintenance
of Insurance. The Company shall maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable
insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business
interruption insurance), and having a Best’s Rating of no less than _____,with respect to its properties (including all real
properties leased or owned by it) and business, in such amounts and covering such risks as is required by any governmental authority
having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in
similar businesses similarly situated.


 


(h)   Transactions
with Affiliates. The Company shall not, nor shall it permit any of its Subsidiaries to, enter into, renew, extend or be a party
to, any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange
of property or assets of any kind or the rendering of services of any kind) with any Affiliate, except in the ordinary course of
business in a manner and to an extent consistent with past practice and necessary or desirable for the prudent operation of its
business, for fair consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable
arm's length transaction with a Person that is not an Affiliate thereof.


 


(i)    Corporate
Changes. The Company shall not change its corporate name, legal form or jurisdiction of formation without twenty (20) days’
prior written notice to Holder. Company shall not enter into or be party to a Fundamental Transaction unless the in violation of
Section 7 hereof. Company shall not relocate its chief executive office or its principal place of business unless it has provided
prior written notice to Holder.


 


(j)     Issue
any Common Stock or common stock equivalents except as permitted pursuant to the Purchase Agreement.


 


(k)   Amend
its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially
and adversely affects any rights of the Holder.


 


(l)     Repay,
repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Common
Stock or common stock equivalents other than as to the Conversion Shares as permitted or required under the Transaction Documents.


 


(m)  
Redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or
in part, whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any
Indebtedness (other than the Notes if on a pro-rata basis), whether by way of payment in respect of principal of (or premium, if
any) or interest on, such Indebtedness, the foregoing restriction shall also apply to Permitted Indebtedness from and after the
occurrence of an Event of Default.


 


(n)   Declare
or make any dividend or other distribution of its assets or rights to acquire its assets to holders of shares of Common Stock,
by way of return of capital or otherwise including, without limitation, any distribution of cash, stock or other securities, property
or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction.


 


		(o)	Enter into any agreement with respect to any of the foregoing.



 







    - 18 -  


     


    

 



		(15)	Intentionally Omitted.



  


(16)        TRANSFER.
This Note and any shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by the
Holder without the consent of the Company.


 


		(17)	REISSUANCE OF THIS NOTE.



 


(a)    Transfer.
If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue
and deliver upon the order of the Holder a new Note (in accordance with Section 17(d) and subject to Section 3(c)(iii)), registered
as the Holder may request, representing the outstanding Principal being transferred by the Holder and, if less than the entire
outstanding Principal is being transferred, a new Note (in accordance with Section 17(d)) to the Holder representing the outstanding
Principal not being transferred. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason
of the provisions of Section 3(c)(iii) following conversion or redemption of any portion of this Note, the outstanding Principal
represented by this Note may be less than the Principal stated on the face of this Note.


 


(b)    Lost,
Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the
Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company
shall execute and deliver to the Holder a new Note (in accordance with Section 17(d)) representing the then outstanding Principal
amount of the Note.


 


(c)   Note
Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal
office of the Company, for a new Note or Notes (in accordance with Section 17(d) representing in the aggregate the outstanding
Principal of this Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the
Holder at the time of such surrender.


 


(d)   Issuance
of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall
be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding
(or in the case of a new Note being issued pursuant to Section 17(a) or Section 17(c), the Principal designated by the Holder which,
when added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed the Principal
remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated
on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions
as this Note, and (v) shall represent accrued and unpaid Interest. on the Principal and Interest of this Note, from the Issuance
Date.


 




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(18)          REMEDIES,
CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Note shall be cumulative
and in addition to all other remedies available under this Note and any of the other Transaction Documents, at law or in equity
(including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder's right
to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note. Amounts set forth
or provided for herein with respect to payments, conversion, redemption and the like (and the computation thereof) shall be the
amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of
the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that,
in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies,
to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security
being required.


 


(19)         PAYMENT
OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Note is placed in the hands of an attorney for collection or enforcement
or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this
Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of the Company
or other proceedings affecting Company creditors' rights and involving a claim under this Note, then the Company shall pay the
costs and expenses incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization,
receivership or other proceeding, including, but not limited to, attorneys' fees and disbursements.


 


(20)         CONSTRUCTION;
HEADINGS. This Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against
any person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect
the interpretation of, this Note.


 


(21)         FAILURE
OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other
or further exercise thereof or of any other right, power or privilege.


 


(22)         DISPUTE
RESOLUTION. In the case of a dispute as to the determination of the Closing Bid Price or the Closing Sale Price or the arithmetic
calculation of the Conversion Rate, the Conversion Price or any Redemption Price, the Company shall submit the disputed determinations
or arithmetic calculations via facsimile or electronic mail within one (1) Business Days of receipt, or deemed receipt, of the
Conversion Notice or Redemption Notice or other event giving rise to such dispute, as the case may be, to the Holder. If the Holder
and the Company are unable to agree upon such determination or calculation within two (2) Business Day of such disputed determination
or arithmetic calculation being submitted to the Holder, then the Company shall, within two (2) Business Days submit via facsimile
or electronic mail (a) the disputed determination of the Closing Bid Price or the Closing Sale Price to an independent, reputable
investment bank selected by the Holder and approved by the Company, such approval not to be unreasonably withheld, conditioned
or delayed, or (b) the disputed arithmetic calculation of the Conversion Rate, Conversion Price or any Redemption Price to an independent,
outside accountant, selected by the Holder and approved by the Company, such approval not to be unreasonably withheld, conditioned
or delayed. The Company, at the Company's expense, shall cause the investment bank or the accountant, as the case may be, to perform
the determinations or calculations and notify the Company and the Holder of the results no later than five (5) Business Days from
the time it receives the disputed determinations or calculations. Such investment bank's or accountant's determination or calculation,
as the case may be, shall be binding upon all parties absent demonstrable error.


 




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		(23)	NOTICES; PAYMENTS.



 


(a)   Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, facsimile, or electronic mail, addressed as set forth below or to such other address as such party
shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where
such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during
normal business hours where such notice is to be received), or (b) upon receipt, when sent by electronic mail (provided confirmation
of transmission is electronically generated and keep on file by the sending party), or (c) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur. The addresses for such communications shall be: (i) if to Borrower, to: Immune Pharmaceuticals, Inc,
430 East 29th Street, Suite 940, New York, NY 10016, Attn: Daniel Teper, CEO, fax: 917-398-1922 and (ii) if to the Holder,
to: the address and fax number indicated on the front page of this Note, with an additional copy by fax only to (which shall not
constitute notice): Grushko & Mittman, P.C., 515 Rockaway Avenue, Valley Stream, New York 11581, fax: (212) 697-3575. Without
limiting the generality of the foregoing, the Company shall give written notice to the Holder (i) immediately upon any adjustment
of the Conversion Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least
twenty (20) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or
distribution upon the Common Stock, (B) with respect to any pro rata subscription offer to holders of Common Stock or (C) for determining
rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information
shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.


 


(b)   Payments.
Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, such payment shall be made in lawful
money of the United States of America by a check drawn on the account of the Company and sent via overnight courier service to
such Person at such address as previously provided to the Company in writing; provided, that the Holder may elect to receive
a payment of cash via wire transfer of immediately available funds by providing the Company with prior written notice setting out
such request and the Holder's wire transfer instructions. Whenever any amount expressed to be due by the terms of this Note is
due on any day, which is not a Business Day, the same shall instead be due on the next succeeding day, which is a Business Day.


 




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(24)         CANCELLATION.
After all Principal, accrued Interest and other amounts at any time owed on this Note have been paid in full, this Note shall automatically
be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.


 


(25)         WAIVER
OF NOTICE. To the extent permitted by law, the Company hereby waives demand, notice, protest and all other demands and notices
in connection with the delivery, acceptance, performance, default or enforcement of this Note.


 


(26)         GOVERNING
LAW; JURISDICTION; JURY TRIAL. All questions concerning the construction, validity, enforcement and interpretation of this
Note shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard
to the principles of conflicts of law thereof. The Company agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Note (whether brought against the Company, the Holder or their respective
affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts
sitting in the City of New York, County of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the
state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees
not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. The Company hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy
thereof via registered or certified mail or overnight delivery (with evidence of delivery) to it at the address in effect for notices
to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted
by law. If the Company or a Holder shall commence an action or proceeding to enforce any provisions of the Note, then the prevailing
party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs
and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. IN ANY ACTION, SUIT,
OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE COMPANY KNOWINGLY AND INTENTIONALLY, TO THE
GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL
BY JURY.


 


(27)         Severability.
If any provision of this Note is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Note so long as this Note as so modified continues to express, without material
change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability
of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties
or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good
faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which
comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 




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(28)        DISCLOSURE.
Upon receipt or delivery by the Company of any notice in accordance with the terms of this Note, unless the Company has in good
faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company
or its Subsidiaries, the Company shall within one (1) Business Day after any such receipt or delivery publicly disclose such material,
nonpublic information on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains
material, nonpublic information relating to the Company or its Subsidiaries, the Company so shall indicate to such Holder contemporaneously
with delivery of such notice, and in the absence of any such indication, the Holder shall be allowed to presume that all matters
relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries.


 


(29)        CERTAIN
DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings:


 


(a)    "Affiliate"
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common
control with, such Person, it being understood for purposes of this definition that "control" of a Person means the power
directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors of such
Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.


 


(b)   "Attribution
Parties" means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder
funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised by
the Holder's investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or
any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of
the foregoing and (iv) any other Persons whose beneficial ownership of the Company's Common Stock would or could be aggregated
with the Holder's and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act. For clarity, the purpose
of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.


 


(c)   “At
the Market Equity Facility” means the transaction documents representing a sale by the Company to Purchaser of up to
$10,000,000 of its Common Stock.


 


(d)   "Bloomberg"
means Bloomberg Financial Markets.


 




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(e)   "Closing
Bid Price" and "Closing Sale Price" means, for any security as of any date, the last closing bid price
and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal
Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price, as
the case may be, then the last bid price or last trade price, respectively, of such security prior to 4:00 p.m., New York Time,
as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security,
the last closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading
market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid
price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such
security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security
by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported
in the OTC Link or "pink sheets" by OTC Markets Group Inc. (formerly Pink OTC Markets Inc.). If the Closing Bid Price
or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid
Price or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually determined
by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then
such dispute shall be resolved pursuant to Section 20. All such determinations to be appropriately adjusted for any stock dividend,
stock split, stock combination, reclassification or similar transaction during the applicable calculation period.


 


(f)    "Closing
Date" shall means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable
parties thereto, and all conditions precedent to (i) the Holder’s obligations to pay the Subscription Amount and (ii) the
Company’s obligations to deliver the Note have been satisfied or waived.


 


(g)   "Common
Stock" means (i) the Company's shares of Common Stock, par value $0.0001 per share, and (ii) any share capital
into which such Common Stock shall have been changed or any share capital resulting from a reclassification of such Common Stock.


 


(h)   "Convertible
Securities" means any stock or securities (other than Options) directly or indirectly convertible into or exercisable
or exchangeable for shares of Common Stock.


 


(i)    "Default
Interest Rate" means 18% per annum.


 


(j)    "Equity
Interests" means (a) all shares of capital stock (whether denominated as common capital stock or preferred capital stock),
equity interests, beneficial, partnership or membership interests, joint venture interests, participations or other ownership or
profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting
or non-voting and (b) all securities convertible into or exchangeable for any of the foregoing and all warrants, options or other
rights to purchase, subscribe for or otherwise acquire any of the foregoing, whether or not presently convertible, exchangeable
or exercisable.


 


(k)   "Exchange
Act" means the Securities Exchange Act of 1934, as amended.


 




    - 24 -  


     


    

 


(l)    "Fundamental
Transaction" means (A) that the Company shall, directly or indirectly, including through Subsidiaries, Affiliates or otherwise,
in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation)
another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties
or assets of the Company or any of its "significant subsidiaries" (as defined in Rule 1-02 of Regulation S-X) to one
or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject to or
have its Common Stock be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that
is accepted by the holders of at least either (x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding shares
of Common Stock calculated as if any shares of Common Stock held by all Subject Entities making or party to, or Affiliated with
any Subject Entities making or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number of shares
of Common Stock such that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such
purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the Exchange Act)
of at least 50% of the outstanding shares of Common Stock, or (iv) consummate a stock purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Subject
Entities whereby such Subject Entities, individually or in the aggregate, acquire, either (x) at least 50% of the outstanding shares
of Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by
all the Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such stock purchase agreement
or other business combination were not outstanding; or (z) such number of shares of Common Stock such that the Subject Entities
become collectively the beneficial owners (as defined in Rule 13d-3 under the Exchange Act) of at least 50% of the outstanding
shares of Common Stock, or (v) reorganize, recapitalize or reclassify its Common Stock, (B) that the Company shall, directly or
indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more related transactions allow any Subject
Entity individually or the Subject Entities in the aggregate to be or become the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender
offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination, reorganization,
recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner
whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock,
(y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock not held by all such
Subject Entities as of the date of this Note calculated as if any shares of Common Stock held by all such Subject Entities were
not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding shares of Common
Stock or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger
or other transaction requiring other stockholders of the Company to surrender their shares of Common Stock without approval of
the stockholders of the Company or (C) directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one
or more related transactions, the issuance of or the entering into any other instrument or transaction structured in a manner to
circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct this definition
or any portion of this definition which may be defective or inconsistent with the intended treatment of such instrument or transaction.


 




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(m)    "GAAP"
means United States generally accepted accounting principles, consistently applied.


 


(n)   "Group"
means a "group" as that term is used in Section 13(d) of the Exchange Act and as defined in Rule 13d-5 thereunder.


 


(o)   "Holiday"
means a day other than a Business Day or on which trading does not take place on the Principal Market.


 


(p)   "Interest
Rate" means 7.0% per annum, subject to adjustment as set forth in Section 3(b)(ii).


 


(q)   “Market
Price” shall mean, (i) shall mean the lowest Closing Bid Price on the Closing Date.


 


(r)    "Options"
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.


 


(s)   "Parent
Entity" of a Person means an entity that, directly or indirectly, controls the applicable Person, including such entity
whose common capital stock or equivalent equity security is quoted or listed on a Trading Market (or, if so elected by the Holder,
any other market, exchange or quotation system), or, if there is more than one such Person or such entity, the Person or entity
designated by the Holder or in the absence of such designation, such Person or such entity with the largest public market capitalization
as of the date of consummation of the Fundamental Transaction.


 


(t)    "Permitted
Indebtedness" means (i) Indebtedness evidenced by this Note; (ii) Hercules senior debt; (iii) debt incurred to make acquisitions;
(iv) trade payables incurred in the ordinary course of business consistent with past practice, (v) unsecured indebtedness
not in excess of $200,000 in the aggregate, (vi) the Indebtedness set forth on Schedule 27(v) hereto; (vii) Indebtedness
evidenced by debt securities, if any, and (viii) Indebtedness secured by Permitted Liens.


 


(u)   "Permitted
Liens" means (i) any Lien for taxes not yet due or delinquent or being contested in good faith by appropriate proceedings
for which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising in the ordinary course
of business by operation of law with respect to a liability that is not yet due or delinquent, (iii) any Lien created by operation
of law, such as materialmen's liens, mechanics' liens and other similar liens, arising in the ordinary course of business with
respect to a liability that is not yet due or delinquent or that are being contested in good faith by appropriate proceedings,
(iv) Liens (A) upon or in any equipment acquired or held by the Company or any of its Subsidiaries to secure the purchase price
of such equipment or Indebtedness incurred solely for the purpose of financing the acquisition or lease of such equipment, or (B)
existing on such equipment at the time of its acquisition, provided that the Lien is confined solely to the property so acquired
and improvements thereon, and the proceeds of such equipment, (v) Liens incurred in connection with the extension, renewal or refinancing
of the Indebtedness secured by Liens of the type described in clause (iv) above, provided that any extension, renewal or replacement
Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the Indebtedness being extended,
renewed or refinanced does not increase, (vi) leases or subleases and licenses and sublicenses granted to others in the ordinary
course of the Company's business, not interfering in any material respect with the business of the Company and its Subsidiaries
taken as a whole, (vii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of
custom duties in connection with the importation of goods, (viii) Liens arising from judgments, decrees or attachments in circumstances
not constituting an Event of Default under Section 4(a)(viii) and (ix) liens listed on Schedule 27(v) hereto.  


 




    - 26 -  


     


    

  


(v)    "Principal
Market" means The NASDAQ Capital Market, or, if the Common Stock is not listed for trading on The NASDAQ Capital Market
on the day in question, a Trading Market.


 


(w)  "Redemption
Dates" means, collectively, the Event of Default Redemption Dates, and the Optional Redemption Dates, each of the foregoing,
individually, a Redemption Date.


 


(x)    "Redemption
Notices" means, collectively, the Event of Default Redemption Notices, and the Optional Redemption Notices, each of the
foregoing, individually, a Redemption Notice.


 


(y)   "Redemption
Price" means, 120% of the outstanding principal amount of the Notes together with accrued interest thereon, which after
an Event of Default shall be calculated at the Default Rate.


 


(z)    "Related
Fund" means, with respect to any Person, a fund or account managed by such Person or an Affiliate of such Person.


 


(aa)   "SEC"
means the United States Securities and Exchange Commission.


 


(bb)  "Securities
Act" means the Securities Act of 1933, as amended.


 


(cc)   "Subject
Entity" means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.


 


(dd)  "Successor
Entity" means one or more Person or Persons (or, if so elected by the Holder, the Company or Parent Entity) formed by,
resulting from or surviving any Fundamental Transaction or one or more Person or Persons (or, if so elected by the Holder, the
Company or the Parent Entity) with which such Fundamental Transaction shall have been entered into.


 


(ee)   “Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New
York Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).


 




    - 27 -  


     


    

 


(ff)    “VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding
date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. New York City time to 4:02 p.m. New York City time); (b) if the Common Stock is not then listed or quoted for
trading on a Trading Market and if prices for the Common Stock are then reported on the OTC Pink (or a similar organization or
agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; or
(c) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in
good faith by the Holders of a majority in interest of the Notes then outstanding and reasonably acceptable to the Company, the
fees and expenses of which shall be paid by the Company.


 


[Signature Page Follows]


 




    - 28 -  


     


    

  


IN WITNESS WHEREOF, the
Company has caused this Note to be duly executed as of the Issuance Date set out above.


 


	 	Immune Pharmaceuticals Inc.
	 	 
	 	By:	/s/ Daniel G. Teper
	 	 	Name:  Daniel G. Teper
	 	 	Title: CEO


 




      


     


    

 


EXHIBIT I

Immune pharmaceuticals inc.


CONVERSION NOTICE


 


Reference is made to the Convertible Note
(the "Note") issued to the undersigned by Immune Pharmaceuticals Inc., a Delaware corporation (the "Company").
In accordance with and pursuant to the Note, the undersigned hereby elects to convert the Conversion Amount (as defined in the
Note) of the Note indicated below into shares of Common Stock par value $0.0001 per share (the "Common Stock")
of the Company, as of the date specified below. 


 


	Date of Conversion:	 	 


 


	Aggregate Conversion Amount to be converted:	 


 


Please confirm the following information:


 


	Conversion Price:	 


 


	Number of shares of Common Stock to be issued:	 


 


Please issue the Common Stock into which
the Note is being converted in the following name and to the following address:


 


	Issue to:	 
	 	 
	 	 
	 	 
	 	 


 





	Facsimile Number and Electronic Mail:	 


 


	Authorization:	 




 





	 	By:	 


 


	 	Title:	 


 


	Dated:	 


 


	Account Number:	 
	    (if electronic book entry transfer)


 


	Transaction Code Number:	 
	    (if electronic book entry transfer)


 




      


     


    

 


SCHEDULE 27(V)


 


PERMITTED INDEBTEDNESS AND LIENS


 


1. “Permitted Liens” means any and all of the following:
(i) Liens in favor of Agent or Lender; (ii) Liens existing on the Closing Date which are disclosed in Schedule 1C; (iii) Liens
for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by
appropriate proceedings, provided, that the Loan Party maintains adequate reserves therefor in accordance with GAAP; (iv) Liens
securing claims or demands of materialmen, artisans, mechanics, carriers, warehousemen, landlords and other like Persons arising
in the ordinary course of the Loan Party’s business or are being contested in good faith and by appropriate proceedings;
provided, that the payment thereof is not yet more than thirty (30) days overdue; (v) Liens arising from judgments, decrees or
attachments in circumstances which do not constitute an Event of Default hereunder; (vi) the following deposits, to the extent
made in the ordinary course of business: deposits under worker’s compensation, unemployment insurance, social security and
other similar laws, or to secure the performance of bids, tenders or contracts (other than for the repayment of borrowed money)
or to secure indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the
repayment of borrowed money) or to secure statutory obligations (other than Liens arising under ERISA or environmental Liens) or
surety or appeal bonds, or to secure indemnity, performance or other similar bonds; (vii)Liens on Equipment(financed or leased)
or software or other intellectual property constituting purchase money Liens and Liens in connection with capital leases securing
Indebtedness permitted in clause (iii) of “Permitted Indebtedness”; (viii) Liens incurred in connection with Subordinated
Indebtedness; (ix) leasehold interests in leases or subleases and licenses granted in the ordinary course of business; (x) Liens
arising out of consignment or similar arrangements for the sale of goods or bills of lading, in each case of the foregoing, entered
into by a Borrower or any Subsidiary in the ordinary course of business; (xi) Liens in favor of customs and revenue authorities
arising as a matter of law to secure payment of custom duties that are promptly paid on or before thirty (30) days past the date
they become due; (xii) Liens on insurance proceeds securing the payment of financed insurance premiums that are promptly paid on
or before thirty (30) days past the date they become due (provided that such Liens extend only to such insurance proceeds and not
to any other property or assets); (xiii) Liens and statutory and common law rights of set-off and other similar rights as to deposits
of cash and securities in favor of banks, other depository institutions and brokerage firms; (xiv) easements, zoning restrictions,
rights-of-way and similar encumbrances on real property (and minor irregularities in the title thereto) imposed by law or arising
in the ordinary course of business so long as they do not materially impair the value or marketability of the related property;)
Liens on cash or cash equivalents securing obligations permitted under clause (vii) of the definition of Permitted Indebtedness;
and(xv) Liens incurred in connection with the extension, renewal or refinancing of the Indebtedness secured by Liens of the type
described in clauses (i) through (xi) above; provided, that any extension, renewal or replacement Lien shall be limited to the
property encumbered by the existing Lien and the principal amount of the Indebtedness being extended, renewed or refinanced (as
may have been reduced by any payment thereon) does not increase.