Immune Pharmaceuticals Inc (fka IMNPQ)

[Letterpenny]

From ICO agreement

(d) iCo’s Equity Position will be subject to full anti-dilution protection such that iCo shall maintain its actual percentage ownership of IMPH (on a fully-diluted and as converted basis) determined at the time of the issuance of the License Shares, until such time as the License Shares are converted into ordinary shares as part of a public offering or listing on a recognized stock exchange (including by way of merger into a public shell), or IMPH is acquired in a merger or acquisition transaction where all of IMPH’s convertible preferred shares are exchanged (on an equal per-share basis) for cash (and/or stock of the acquiring company), and in each case iCo’s maintenance of such Equity Position shall not be subject to any “pay-to-play” or similar provisions that require iCo to make further investment in IMPH. Such anti-dilution protection shall be effected by IMPH adjusting the conversion price or issuing to iCo an amount of additional Financing Stock that maintains iCo’s Equity Position (so that it remains at its percentage ownership of IMPH (on a fully-diluted and as converted basis) determined at the time of the original issuance of the License Shares). Notwithstanding, the Equity Position will be [***].