Exhibit 10.3


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) is made as of November 17, 2016, among Immune Pharmaceuticals Inc., a Delaware
corporation (the “Company”), and each signatory hereto (each, an “Investor” and collectively,
the “Investors”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in
the Purchase Agreement (as defined below).


 


RECITALS


 


WHEREAS, the Company and the Investors are
parties to securities purchase agreements (the “Purchase Agreements”), dated  as of the date hereof,
as such may be amended and supplemented from time to time;


 


WHEREAS, the Investors’ obligations
under the Purchase Agreements are conditioned upon certain registration rights under the Securities Act of 1933, as amended (the
“Securities Act”); and


 


WHEREAS, the Investors and the Company desire
to provide for the rights of registration under the Securities Act as are provided herein upon the execution and delivery of this
Agreement by such Investors and the Company.


 


NOW, THEREFORE, in consideration of the
promises, covenants and conditions set forth herein, the parties hereto hereby agree as follows:


 


1.     Registration Rights.


 


1.1     Definitions.  As
used in this Agreement, the following terms shall have the meanings set forth below:


 


		(a)	“Commission” means the United States
Securities and Exchange Commission.



 


		(b)	“Common Stock” means the Company’s
common stock, par value $0.0001 per share.



 


		(c)	“Effectiveness Date” means the 15th
day following the Filing Date.



 


		(d)	“Exchange Act” means the Securities
Exchange Act of 1934, as amended.



 


		(e)	“Filing Date” means November 29, 2016.



 


(f)            “Investor”
means any person owning Registrable Securities who becomes party to this Agreement by executing a counterpart signature page hereto,
which is accepted by the Company.


 


(g)           The terms “register,”
“registered” and “registration” refer to a registration effected by preparing and filing
a registration statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness
of such registration statement or document.


 


(h)          “Registrable Securities”
means 100% of the maximum number of the Underlying Shares issuable upon conversion of the Notes issued pursuant to the Purchase
Agreement as of the Trading Day; provided, however, that Registrable Securities shall not include any securities
of the Company that have previously been registered and remain subject to a currently effective registration statement or which
have been sold to the public either pursuant to a registration statement or Rule 144, or which have been sold in a private transaction
in which the transferor’s rights under this Section 1 are not assigned.


 


(i)          “Rule 144” means
Rule 144 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar
successor rule that may be promulgated by the Commission.


 




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(j)            “Rule 415” means
Rule 415 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar
successor rule that may be promulgated by the Commission.


 


		(k)	“Shares” means the Underlying Shares.



 


		1.2	Company Registration.



 


(a)   On or prior to the Filing Date, the
Company shall prepare and file with the Commission a registration statement covering the Registrable Securities for an offering
to be made on a continuous basis pursuant to Rule 415.  The registration statement shall be on Form S-1 or, if the Company
is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form
S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith)
and shall contain (unless otherwise directed by Investors holding an aggregate of at least 75% of the Registrable Securities on
a fully diluted basis) substantially the “Plan of Distribution” attached hereto as Annex A.  The
Company shall cause the registration statement to become effective and remain effective as provided herein.  The Company
shall use its best efforts to cause the registration statement to be declared effective under the Securities Act as soon as possible
and, in any event, by the Effectiveness Date.  The Company shall use its best efforts to keep the registration statement
continuously effective under the Securities Act until all Registrable Securities covered by such registration statement have been
sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation
pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”).


 


(b)   The Company shall pay to Investors
a fee of two (2%) percent per month of the Purchasers’ investment, payable in cash, on the Filing Date and the Effectiveness
Date if the registration obligations set forth herein have not been met, and pro- rata for each month, or partial month, in excess
of the Filing Date and/or the Effectiveness Date that the registration statement has not been declared effective; provided, however,
that the Company shall not be obligated to pay any such liquidated damages if the Company is unable to fulfill its registration
obligations as a result of rules, regulations, positions or releases issued or actions taken by the Commission pursuant to its
authority with respect to “Rule 415”, provided the Company registers at such time the maximum number of shares of Common
Stock permissible upon consultation with the staff of the Commission.


 


(c)   If during the Effectiveness Period,
the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a registration
statement, the Company shall file as soon as reasonably practicable an additional registration statement covering the resale of
not less than the number of such Registrable Securities.


 


(d)   The Company shall bear and pay all
costs and expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect
to the registrations pursuant to this Section 1.2 for each Investor, including (without limitation) all registration, filing and
qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding
any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees and disbursements of
counsel for the Investors. The Company shall also pay for the services of one (1) counsel or advisor, for all Investors, to review
the Registration Statement.


 


(e)    If at any time during the Effectiveness
Period there is not an effective Registration Statement covering all of the Registrable Securities, then the Company shall notify
each Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act,
in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements relating
to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor
or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or
issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate
reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, (iii) on any registration form which
does not permit secondary sales or does not include substantially the same information as would be required to be included in a
registration statement covering the resale of the Registrable Securities. In the event an Investor desires to include in any such
registration statement all or any part of the Registrable Securities held by such Investor, the Investor shall within ten (10)
days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable
Securities such Investor wishes to include in such registration statement. If an Investor decides not to include all of its Registrable
Securities in any registration statement thereafter filed by the Company such Investor shall nevertheless continue to have the
right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed
by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.


 




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 1.3     Obligations of the Company.  Whenever
required under this Section 1 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as
reasonably possible:


 


(a)   Prepare and file with the Commission
a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement
to become effective and to keep such registration statement effective during the Effectiveness Period;


 


(b)   Prepare and file with the Commission
such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement
as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered
by such registration statement;


 


(c)   Furnish to the Investors, at no cost
or expense to the Investors, such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition
of Registrable Securities owned by them (provided that the Company would not be required to print such prospectuses if readily
available to Investors from any electronic service, such as on the EDGAR filing database maintained at www.sec.gov);


 


(d)   Use its best efforts to register
and qualify the securities covered by such registration statement under such other securities’ or blue sky laws of such jurisdictions
as shall be reasonably requested by the Investors; provided that the Company shall not be required in connection therewith or as
a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;


 


(e)   In the event of any underwritten
public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the
managing underwriter(s) of such offering (each Investor participating in such underwriting shall also enter into and perform its
obligations under such an agreement);


 


(f)   Promptly notify each Investor holding
Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, within one business day, (i) of the effectiveness of such registration statement, or (ii) of
the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then existing;


 


(g)   Cause all such Registrable Securities
registered pursuant hereto to be listed on each securities exchange or nationally recognized quotation system on which similar
securities issued by the Company are then listed; and


 


(h)   Provide a transfer agent and registrar
for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case
not later than the effective date of such registration.


 


 1.4     Furnish Information.  It
shall be a condition precedent to the Company’s obligations to take any action pursuant to this Section 1 with respect to
the Registrable Securities of any selling Investor that such Investor shall furnish to the Company such information regarding such
Investor, the Registrable Securities held by such Investor, and the intended method of disposition of such securities in the form
attached to this Agreement as Annex B, or as otherwise reasonably required by the managing underwriters, if any, to effect the
registration of such Investor’s Registrable Securities.


 




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 1.5     Delay of Registration.  No
Investor shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result
of any controversy that might arise with respect to the interpretation or implementation of this Section 1.


 


		1.6	Indemnification.



 


(a)   To the extent permitted by law, the
Company will indemnify and hold harmless each Investor, any underwriter (as defined in the Securities Act) for such Investor and
each of their directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally
equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls
each Investor and underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and
the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling person and their
respective heirs, personal representatives, successors and assigns, against any losses, claims, damages or liabilities (joint or
several) to which any of the foregoing persons may become subject under the Securities Act, the Exchange Act or other federal or
state securities law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof), as determined by
a final judgment of a court of competent jurisdiction from which no appeal may be taken, arise out of or are based upon any of
the following statements, omissions or violations (collectively, a “Violation”): (i) any untrue statement or
alleged untrue statement of a material fact contained in a registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto (collectively, the “Filings”), (ii) the
omission or alleged omission to state in the Filings a material fact required to be stated therein, or necessary to make the statements
therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any
state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law,
as determined by a final judgment of a court of competent jurisdiction from which no appeal may be taken; and the Company will
pay any legal or other expenses reasonably incurred by any person to be indemnified pursuant to this Section 1.6(a) in connection
with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity
agreement contained in this Section 1.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability
or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld,
conditioned or delayed), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action
to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information
furnished expressly for use in connection with such registration by any such Investor, underwriter or controlling person.


 


(b)   To the extent permitted by law, each
Investor will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration
statement, each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, any underwriter,
any other Investor selling securities in such registration statement and any controlling person of any such underwriter or other
Investor, against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing persons may become
subject under the Securities Act, the Exchange Act or other federal or state securities law, insofar as such losses, claims, damages
or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only
to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Investor
expressly for use in connection with such registration; and each such Investor will pay any legal or other expenses reasonably
incurred by any person to be indemnified pursuant to this Section 1.6(b) in connection with investigating or defending any such
loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section
1.6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is
effected without the consent of the Investor (which consent shall not be unreasonably withheld, conditioned or delayed); provided,
however, in no event shall any indemnity under this subsection 1.6(b) exceed the net proceeds received by such Investor
upon the sale of the Registrable Securities giving rise to such indemnification obligation.


 




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(c)   Promptly after receipt by an indemnified
party under this Section 1.6 of notice of the commencement of any action (including any governmental action), such indemnified
party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 1.6, deliver to the indemnifying
party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof
with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all
other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate
counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified
party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such
action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 1.6, but the omission
so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified
party otherwise than under this Section 1.6.


 


(d)   If the indemnification provided for
in Sections 1.6(a) and (b) is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect
to any loss, claim, damage or expense referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage
or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of
the indemnified party on the other in connection with the statements or omissions or alleged statements or omissions that resulted
in such loss, liability, claim or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying
party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  In
no event shall any Investor be required to contribute an amount in excess of the net proceeds received by such Investor upon the
sale of the Registrable Securities giving rise to such indemnification obligation.


 


(e)   The obligations of the Company and
Investors under this Section 1.6 shall survive the completion of any offering of Registrable Securities in a registration statement
under this Section 1, and otherwise.


 


 1.7     Reports Under Securities
Exchange Act.  With a view to making available the benefits of certain rules and regulations of the Commission, including
Rule 144, that may at any time permit an Investor to sell securities of the Company to the public without registration or pursuant
to a registration on Form S-1 or Form S-3, the Company agrees to:


 


(a)   make and keep public information
available, as those terms are understood and defined in Rule 144, at all times after the Final Closing Date;


 


(b)   take such action, including the voluntary
registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Investors to utilize Form
S-1 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year
in which the registration statement is declared effective;


 


(c)   file with the Commission in a timely
manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and


 


(d)   furnish to any Investor, so long
as the Investor owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied
with the reporting requirements of Rule 144 the Securities Act and the Exchange Act (at any time after it has become subject to
such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-1 or Form
S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any
Investor of any rule or regulation of the Commission that permits the selling of any such securities without registration or pursuant
to such form.


 







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 1.8     Transfer or Assignment
of Registration Rights.  The rights to cause the Company to register Registrable Securities pursuant to this Section
1 may be transferred or assigned, but only with all related obligations, by an Investor to a transferee or assignee who (a) acquires
at least 25,000 Shares (subject to appropriate adjustment for stock splits, stock dividends and combinations) from such transferring
Investor, unless waived in writing by the Company, or (b) holds Registrable Securities immediately prior to such transfer or assignment;
provided, that in the case of (a), (i) prior to such transfer or assignment, the Company is furnished with written notice
stating the name and address of such transferee or assignee and identifying the securities with respect to which such registration
rights are being transferred or assigned, (ii) such transferee or assignee agrees in writing to be bound by and subject to the
terms and conditions of this Agreement and (iii) such transfer or assignment shall be effective only if immediately following such
transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the Securities
Act.


 


		2.	Legend.



 


(a)     Each
certificate representing Shares held by the Investors shall be endorsed with the following legend:


  


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF
WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.  THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE
PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.”


 


(b)    The
legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the
Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective
registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides
the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer
is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides
the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A
under the Securities Act.


 


		3.	Miscellaneous.



 


 3.1     Governing Law.  The
parties hereby agree that any dispute which may arise between them arising out of or in connection with this Agreement 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. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense
of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto
or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state
and federal courts sitting in the State of New York and County of New York. Each party 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 (including with respect
to the enforcement of any of the Transaction Documents), 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. Each party 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 such party at the address in effect for notices to it under this 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 either party shall commence
an action or proceeding to enforce any provisions of the Agreement, 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.


 




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3.2      WAIVER OF JURY TRIAL.  IN
ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND
INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY
WAIVES FOREVER TRIAL BY JURY


 


3.3      Waivers and Amendments.  This
Agreement may be terminated and any term of this Agreement may be amended or waived (either generally or in a particular instance
and either retroactively or prospectively) with the written consent of the Company and Investors holding at least 61% of the Registrable
Securities then outstanding (the “Majority Investors”).   No such amendment or waiver shall reduce
the aforesaid percentage of the Registrable Securities, the holders of which are required to consent to any termination, amendment
or waiver without the consent of the record holders of all of the Registrable Securities. Any termination, amendment or waiver
effected in accordance with this Section 3.3 shall be binding upon each holder of Registrable Securities then outstanding, each
future holder of all such Registrable Securities and the Company.


 


3.4      Successors and Assigns.  Except
as otherwise expressly provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the
successors, permitted assigns, heirs, executors and administrators of the parties hereto. This agreement may not be assigned without
the consent of the investor.


 


3.5      Entire Agreement.  This
Agreement constitutes the full and entire understanding and agreement among the parties with regard to the subject matter hereof,
and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as
specifically set forth herein.


 


3.6      Notices.  All
notices and other communications required or permitted under this Agreement shall be in writing and shall be delivered personally
by hand or by overnight courier, mailed by United States first-class mail, postage prepaid, sent by facsimile or sent by electronic
mail directed (a) if to an Investor, at such Investor’s address, facsimile number or electronic mail address set forth in
the Company’s records, or at such other address, facsimile number or electronic mail address as such Investor may designate
by ten (10) days’ advance written notice to the other parties hereto or (b) if to the Company, to its address, facsimile
number or electronic mail address set forth on its signature page to this Agreement and directed to the attention of its  President,
or at such other address, facsimile number or electronic mail address as the Company may designate by ten (10) days’ advance
written notice to the other parties hereto. All such notices and other communications shall be effective or deemed given upon delivery,
on the date that is three (3) days following the date of mailing, upon confirmation of facsimile transfer or upon confirmation
of electronic mail delivery.


 


3.7      Interpretation.  The
words “include,” “includes” and “including” when used herein shall be deemed in each case to
be followed by the words “without limitation.”  The titles and subtitles used in this Agreement are used
for convenience only and are not considered in construing or interpreting this Agreement.


 




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3.8      Severability.  If
one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from
this Agreement, and the balance of the Agreement shall be interpreted as if such provision were so excluded, and shall be enforceable
in accordance with its terms.


 


3.9      Independent Nature of Investors’
Obligations and Rights. The obligations of each Investor hereunder are several and not joint with the obligations of any other
Investor hereunder, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor
hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any
Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture
or any other kind of entity, or create a presumption that the Investors are in any way acting in concert with respect to such obligations
or the transactions contemplated by this Agreement. Each Investor shall be entitled to protect and enforce its rights, including,
without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Investor to be joined
as an additional party in any proceeding for such purpose.


 


3.10    Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute
one instrument.


 


 3.11   Telecopy Execution and
Delivery.  A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto,
and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission
device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered
valid, binding and effective for all purposes.  At the request of any party hereto, all parties hereto agree to execute
an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof.


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF, the Company has caused
this Agreement to be executed by its duly authorized officer, as of the date, month and year first set forth above.


 


IMMUNE PHARMACEUTICALS INC.


 


	By:	/s/ Daniel G. Teper	 
	Name:  	Daniel G. Teper	 
	Title:	Chief Executive Officer	 


 


Address for notice:


 


430 East 29th Street, Suite 940


New York, NY 10016


Email: Accounts@immunepharma.com


 


[COMPANY SIGNATURE PAGE TO REGISTRATION
RIGHTS AGREEMENT]


 




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IN WITNESS WHEREOF, the undersigned Investor
has executed this Agreement as of the date, month and year that such Investor became the owner of Registrable Securities.


 


	“Investor”	 
	 	 
	 	 
	 	 
	By:	 	 
	Name	 
	Title:	 
	 	 
	Address:	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 



 





	Telephone:	 	 
	 
	Facsimile:	 	 







 


	 	Email:	 	 


 


[INVESTOR COUNTERPART SIGNATURE PAGE
TO


REGISTRATION RIGHTS AGREEMENT]


 




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Annex A


Plan of Distribution


 


Each selling stockholder
of the common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of
their shares of common stock on the NASDAQ Capital Markets or any other stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling stockholder may use any
one or more of the following methods when selling shares:


 


		·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;



 


		·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;



 


		·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;



 


		·	an exchange distribution in accordance with the rules of the applicable exchange;



 


		·	privately negotiated transactions;



 


		·	settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a
part;



 


		·	broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per
share;



 


		·	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;



 


		·	a combination of any such methods of sale; or



 


		·	any other method permitted pursuant to applicable law.



 


The selling stockholders may also sell shares
under Rule 144 under the Securities Act of 1933, as amended, if available, rather than under this prospectus.


 


Broker-dealers engaged by the selling stockholders
may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling
stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated,
but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary
brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance
with FINRA IM-2440.


 


In connection with the sale of the common
stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The
selling stockholders may also sell shares of the common stock short and deliver these securities to close out their short positions,
or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also
enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative
securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus,
which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended
to reflect such transaction).


 




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The selling stockholders and any broker-dealers
or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities
Act of 1933, as amended, in connection with such sales. In such event, any commissions received by such broker-dealers or agents
and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the
Securities Act of 1933, as amended. Each selling stockholder has informed us that it does not have any written or oral agreement
or understanding, directly or indirectly, with any person to distribute the common stock.


 


We are required to pay certain fees and
expenses incurred by us incident to the registration of the shares. We have agreed to indemnify the selling stockholders against
certain losses, claims, damages and liabilities, including liabilities under the Securities Act of 1933, as amended.


 


Because selling stockholders may be deemed
to be “underwriters” within the meaning of the Securities Act of 1933, as amended, they will be subject to the prospectus
delivery requirements of the Securities Act of 1933, as amended, including Rule 172 thereunder. In addition, any securities covered
by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act of 1933, as amended may be sold under Rule
144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale
of the resale shares by the selling stockholders.


 


We agreed to keep this prospectus effective
until the earlier of (i) the date on which the shares may be resold by the selling stockholders without registration and without
the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144 or
(ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar
effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state
securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified
for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied
with.


 


Under applicable rules and regulations under
the Securities Exchange Act of 1934, as amended, any person engaged in the distribution of the resale shares may not simultaneously
engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation
M, prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions
of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including Regulation M, which may
limit the timing of purchases and sales of shares of the common stock by the selling stockholders or any other person. We will
make copies of this prospectus available to the selling stockholders and have informed them of the need to deliver a copy of this
prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act
of 1933, as amended).


 




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Annex B


 


Selling Securityholder Notice and Questionnaire


 


The undersigned beneficial owner of common stock (the “Registrable
Securities”) of Immune Pharmaceuticals Inc., a Delaware corporation (the “Company”), understands that
the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration
statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the
Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy
of the Registration Rights Agreement is available from the Company upon request at the address set forth below.  All
capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.


 


Certain legal consequences arise from being named as a selling
securityholder in the Registration Statement and the related prospectus.  Accordingly, holders and beneficial owners
of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or
not being named as a selling securityholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The undersigned beneficial owner (the “Selling Securityholder”)
of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration Statement.


 


The undersigned hereby provides the following information to
the Company and represents and warrants that such information is accurate:


 


QUESTIONNAIRE


 


1.            Name.


 


(a)           Full
Legal Name of Selling Securityholder


 


 


(b)           Full
Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:


 


 


(c)           Full
Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to
vote or dispose of the securities covered by this Questionnaire):


 


2.            Address
for Notices to Selling Securityholder:


 


Telephone:


Fax:


Contact Person:


 


3.            Broker-Dealer
Status:


 


(a)           Are
you a broker-dealer?


 


 Yes                      No


 




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(b)           If
“yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services
to the Company?


 


 Yes                      No


 


Note:                      If
“no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in
the Registration Statement.


 


(c)           Are
you an affiliate of a broker-dealer?


 


 Yes                      No


 


(d)           If
you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of
business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings,
directly or indirectly, with any person to distribute the Registrable Securities?


 


 Yes                      No


 


Note:                      If
“no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in
the Registration Statement.


 


4.  Beneficial Ownership of Securities of the Company
Owned by the Selling Securityholder.


 


Except as set forth below in this Item 4, the undersigned
is not the beneficial or registered owner of any securities of the Company other than the securities issuable pursuant to the
Purchase Agreement. 


 


(a)           Type
and Amount of other securities beneficially owned by the Selling Securityholder: 


 


5.  Relationships with the Company:


 


Except as set forth below, neither the undersigned nor any
of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned)
has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates)
during the past three years.


 


State any exceptions here: 


 


The undersigned agrees to promptly notify the Company of any
inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration
Statement remains effective.


 


By signing below, the undersigned consents to the disclosure
of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information in the Registration
Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such
information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and
the related prospectus.


 




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IN WITNESS WHEREOF the undersigned, by authority duly given,
has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.


 


Date:


 


Beneficial Owner:


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 


[SIGNATURE PAGE FOR SELLING SECURITYHOLDER
NOTICE AND QUESTIONNAIRE]


 




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