Exhibit 10.3





 


July 22, 2020


STRICTLY CONFIDENTIAL


 


Immuron Limited


Level 3, 62 Lygon Street


Carlton South, Victoria 3053


Australia


 


Attn: Jerry Kanellos, Ph.D., Chief Executive
Officer


 


Dear Dr. Kanellos:


 


Reference is made to the
engagement letter (the “Engagement Letter”), dated as of July 20, 2020, by and between Immuron Limited (the
“Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which Wainwright
shall serve as the exclusive agent in any offering of securities of the Company during the “Term” (as defined in the
Engagement Letter). Defined terms used herein but not defined herein shall have the meanings given to such terms in the Engagement
Letter.


 


Solely in connection with
the Company’s registered direct offering of its equity securities pursuant to a registration statement on Form F-3 (File
No. 333-230762) and a prospectus supplement dated as of July 21, 2020, the Company and Wainwright hereby agree to remove in its
entirety the management fee included in clasue (a) of Section A.3 of the Engagement Letter and revise the expenses included in
clause (b) of Section A.3 of the Engagement Letter to $25,000 non-accountable expenses.


 


The Company and Wainwright
hereby agree to add the following to the end of the last sentence of Section A.5 of the Engagement Letter:


 


“; provided however
that this Section A.5 shall not apply solely in connection with the Company’s registered direct offering of its equity securities
pursuant to a registration statement on Form F-3 (File No. 333-230762) and a prospectus supplement dated as of July 21, 2020.”


The Company and Wainwright
hereby agree to amend and restate the first sentence of Section B of the Engagement Letter as follows:


 


“B. Term and Termination
of Engagement; Exclusivity. The term of Wainwright's exclusive engagement will begin on the date hereof and end sixteen and
one-half (16.5) months thereafter (the “Term”) unless earlier terminated for Cause.” 


Except as expressly set
forth above, all of the terms and conditions of the Engagement Letter shall continue in full force and effect after the execution
of this agreement and shall not be in any way changed, modified or superseded except as provided by the terms set forth herein.


 


 


430 Park Avenue | New York,
New York 10022 | 212.356.0500 | www.hcwco.com


Member: FINRA/SIPC 






    


     


    

  


This agreement may be executed
in two or more counterparts and by facsimile or “.pdf” signature or otherwise, and each of such counterparts shall
be deemed an original and all of such counterparts together shall constitute one and the same agreement.


  






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IN WITNESS WHEREOF, this
agreement is executed as of the date first set forth above.





	 	 	 	Very truly yours,	 
	 	 	 	 	 
	 	 	 	H.C. WAINWRIGHT & CO., LLC	 
	 	 	 	 	 
	 	 	 	By: 	 /s/ Edward D. Silvera	 
	 	 	 	 	Name: Edward D. Silvera	 
	 	 	 	 	Title: Chief Operating Officer 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	Accepted and Agreed:	 	 	 	 
	 	 	 	 	 
	Immuron Limited	 	 	 	 
	 	 	 	 	 
	By:	 /s/ Jerry Kanellos	 	 	 	 
	 	Name: Dr. Jerry Kanellos	 	 	 	 
	 	Title: Chief Executive Officer 	 	 	 	 



 


[IMRN EA Amendment Signature Page]


 


 


 






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