Form of Pledge Agreement, dated February 14, 2019

AZURRX BIOPHARMA SAS, a French société par actions simplifiée, having its registered office located at _________________________, France and registered under number ___________ RCS ____________,

ADEC PRIVATE EQUITY INVESTMENTS LLC, a company with its registered office at _____________, registered under number ____________,

Pursuant to a Note Purchase Agreement dated 14 February 2019 entered into between AzurRx BioPharma, Inc., a Delaware Corporation (the "Company"), and the Beneficiary as purchaser (the "Note Purchase Agreement"), the Company sold and issued to the Beneficiary the Note (as defined in the Note Purchase Agreement).

In order to further ensure repayment of the Liabilities (as defined below), the Pledgor has agreed among other things to grant a pledge over the Pledged Accounts (as defined below) on the terms set out below.

In this Pledge Agreement (including the recitals):

In this Pledge Agreement, unless a contrary indication appears, terms not defined in clause 1.1 of this Agreement have the same meaning when used herein that the one ascribed to them in the recitals or in the relevant Transaction Documents.

In order to further ensure the full and punctual performance and discharge of the Liabilities owed by it, the Pledgor hereby pledges the Pledged Balance to the benefit of the Beneficiary, who accepts it, in accordance with article 2355 et seq. of the French Code civil and articles L.521-1 et seq. of the French Code de commerce.

The Parties hereby agree that as from the date of this Pledge Agreement, the Pledge shall be notified (by a notice substantially in the form set out in Schedule 2 (Form of Notice of Pledge to the Account Holder)) by the Beneficiary, to the Account Holder, in accordance with articles 2362 and 2363 of the French Code civil.

The Pledgor shall be free to use the amounts standing to the credit of the Pledged Account as it sees fit until the Pledged Account has been blocked in accordance with Paragraph 2.4 below and subject to the Pledged Accounts never showing a debit balance.

At any time after the occurrence of an Event of Default and the notification by the Beneficiary to the Account Holder and the Pledgor of the occurrence of the same by way of a notice substantially in the form set out in Schedule 3 (Form of Blocking Notice) to this Pledge Agreement (a "Blocking Notice"), the Bank Accounts shall be blocked until a notice (substantially in the form set out in Schedule 4 (Form of Unblocking Notice) to this Agreement) is sent to the Pledgor and the Account Holder confirming that the said Event of Default has been remedied or has been waived in accordance with the Transaction Documents or ceased to exist for any other reason (an "Unblocking Notice") provided that the blocking of the Pledged Accounts shall not prohibit (i) debit transfers from the Pledged Accounts necessary to carry out the payment of the Liabilities, and (ii) any credit transfer to the Pledged Accounts. Upon receipt of an Unblocking Notice, the provisions of Paragraph ‎2.4 shall apply.

The Pledgor will do its best efforts to procure that on the date hereof the Account Holder delivers to the Beneficiary the notice referred to in Paragraph ‎2.2 above duly countersigned by it for acknowledgement of receipt.

Without prejudice to the representations and warranties set out in the other Transaction Documents, the Pledgor represents and warrants on the date hereof to the Beneficiary that:

it has the power and authority to grant the Pledge;

all of the authorisations and consents necessary to execute this Pledge Agreement, to perform its obligations hereunder and to give these warranties and representations, have been obtained and remain in force;

it has full, valid and legal title to the Pledged Accounts and the Pledged Balance which are not the subject of any security, attachment, escrow or encumbrance of any nature whatsoever, other than the Pledge;

the Pledge creates a first ranking pledge over the Pledged Balance, save for any statutory liens and privileges (privilèges légaux);

it has no bank accounts other than the Pledged Accounts (except for any New Bank Account pledged from time to time to the benefit of the Beneficiary).

The representations and warranties made pursuant to Paragraph ‎3.1 above shall be deemed repeated, until the end of the Pledge Period, on the dates on which the representations and warranties are to be repeated under the Transaction Documents.

to promptly inform the Beneficiary of the opening of any new bank account (the "New Bank Account") other than the Pledged Accounts;

to pledge the balance of any New Bank Account to the benefit of the Beneficiary promptly upon opening the same and, for that purpose, to execute a pledge agreement relating to the balance of this New Bank(s) Account(s) reflecting this Pledge Agreement mutatis mutandis;

not to close the Pledged Accounts without the prior written consent of the Beneficiary, if further to such closure, the Pledgor does not hold bank accounts which are subject to any pledge created pursuant to the provisions of Paragraph ‎(b) above;

not to grant or allow to subsist any pledge, security or any rights whatsoever over the Pledged Accounts and/or the Pledged Balance other than in favour of the Beneficiary or with its written consent;

at its own expense, to promptly execute and deliver all further instruments and documents, and take all further action, that the Beneficiary may reasonably request, in order to perfect and protect any interest to be granted or purported to be granted hereunder or to enable the Beneficiary to exercise and enforce its rights under this Pledge Agreement with respect to the Pledged Accounts and the Pledged Balance; and

not to do anything that could affect adversely the rights of the Beneficiary under the Pledge (in particular the validity and enforceability of the Pledge).

applicable law; or

Clause 5.2 (Procedure for enforcement of Pledged Balance) of this Agreement.

Subject to Clause 5.1 (General), the Beneficiary may in respect of the Pledged Balance, request the transfer of ownership of the Pledged Balance, in accordance with the article 2365 of the French Code civil.

In accordance with the provision of article 2366 of the French Code civil, the excess of the sum of the Pledged Balance as at the date of enforcement of the Pledge over the then outstanding amount of the Liabilities shall be returned to the Pledgor.

This Pledge Agreement and the Pledge shall remain in full force and effect throughout the Pledge Period.

At the end of the Pledge Period, the Beneficiary shall, at the request, and costs of the Pledgor, execute and deliver all instruments to allow the release and the termination of the Pledge.

The Beneficiary may, at its absolute discretion, register this Pledge Agreement with the relevant tax administration. In that respect, all powers are granted to the holder of an original copy of such Pledge Agreement.

All payments which may be made by the Pledgor under this Pledge Agreement (including damages for its breach) shall be made in the currency of account and to such account, with such financial institution and in such other manner as the Beneficiary may reasonably direct.

All rights and prerogatives of the Beneficiary under this Pledge Agreement and the Pledge shall benefit to their respective successors and assigns in accordance with the provisions of the Transaction Documents.

In the event that an assignment by the Beneficiary of its rights and/or liabilities and/or its status as a party under the Transaction Documents occurred or was deemed to occur by way of novation, the Beneficiary expressly reserves and maintains its rights and prerogatives under this Pledge Agreement and the Pledge for the benefit of its assigns, in accordance with the provisions of article 1334 of the French Code civil and with the consent of Pledgor.

This Agreement and the Pledge created hereunder are in addition and without prejudice to any other guarantees or security interests existing or to be created or granted either by the Pledgor or any other person pursuant to the terms of the Transaction Documents.

Where there is any ambiguity or conflict between the rights conferred by law and those conferred by or pursuant to any Transaction Documents, the terms of that Transaction Documents shall prevail to the extent legally possible.

No failure to exercise, nor any delay in exercising, on the part of the Beneficiary, any right or remedy under any Transaction Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in the Transaction Documents are cumulative and not exclusive of any rights or remedies provided by law.

Where any provision of this Pledge Agreement shall be or become illegal, invalid or unenforceable it is agreed that the other provisions of this agreement shall remain legal valid and enforceable against the Parties independently of the illegal, invalid or unenforceable provision.

Subject to Clause 6 (Duration), the Pledge is a continuing security and will extend to the ultimate balance of the Liabilities, regardless of any intermediate payment or discharge in whole or in part.

If any payment by the Pledgor or any discharge given by the Beneficiary (whether in respect of the obligations of any obligor under the Transaction Documents or any pledged interests for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event:

the liability of the Pledgor and the Pledge shall continue as if the payment, discharge, avoidance or reduction had not occurred; and

the Beneficiary shall be entitled to recover the value or amount of that pledged interest or payment from the Pledgor, as if the payment, discharge, avoidance or reduction had not occurred,

This Pledge Agreement, the Pledge and any non-contractual obligations arising out of or in connection with them shall be governed by, and construed in accordance with, French law.

The Parties irrevocably submit to the jurisdiction of the Commercial Court of Paris (Tribunal de commerce de Paris) for the purpose of hearing and determining at first instance any dispute arising out of this Pledge Agreement (including a dispute relating to the existence, validity or termination of this Pledge Agreement or any non-contractual obligation arising out of or in connection with this Pledge Agreement) and for the purpose of enforcement of the Pledge.

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