INVESTMENT AND SUBSCRIPTION AGREEMENT

INVESTMENT AND SUBSCRIPTION AGREEMENT

Dated as of January 6, 2019

EXHIBIT A - FURTHER PARTIES TO THE AGREEMENT

EXHIBIT B - CERTAIN DEFINITIONS

EXHIBIT C - CURRENT SHAREHOLDING OF THE HOLDERS

EXHIBIT D - Draft Exchange

EXHIBIT E - INVESTORS

shareholders' agreement

INVESTMENT AND SUBSCRIPTION AGREEMENT

THIS INVESTMENT AND SUBSCRIPTION AGREEMENT

(this "Agreement") is made and entered into as of January 6, 2019, by and among IMMUNIC AG,

a stock corporation formed under the laws of Germany and registered with the commercial register (Handelsregister) of the

local court of Munich (the "Commercial Register") under number HRB 223333 ("Immunic"

or "Company"), and the parties listed on Exhibit A hereto as direct and certain indirect shareholders

of the Company. Certain capitalized terms used in this Agreement are defined in Exhibit B.

The Company's share capital currently amounts to EUR 362,997.00, divided into 362,997 shares in registered form

as non-par value shares with a portion of the Company's share capital (anteiliger Betrag am Grundkapital) of EUR 1.00

each (the "Immunic Shares"). The Immunic Shares are currently held by the persons listed hereafter (the

"Holders") as stated in the table set out in Exhibit C:

The Company, the Holders and Vital Therapies, Inc., a Delaware corporation ("Vital") intend to

effect a transaction whereby the Holders contribute, transfer, assign and deliver all of the Immunic Shares owned by the Holders,

and all of their rights with respect to such Immunic Shares, to Vital in exchange for shares of Vital Common Stock, with the result

of Immunic becoming a wholly-owned subsidiary of Vital (the "Transaction"). To conclude the Transaction,

the parties thereto will enter into an exchange agreement (the "Exchange Agreement"), a current draft

of which is attached hereto as Exhibit D.

As a condition to the execution and delivery of the Exchange Agreement by Vital, the Company requires further financing

of at least $30 million (the "Concurrent Financing").

Each of the Holders listed on Exhibit E hereto (the "Investors") has, severally and not

jointly, committed to take part in the Concurrent Financing by way of subscription for newly issued common shares (Stammaktien)

in the Company subject to the closing of the Transaction (the "Closing") and the further terms and conditions

The Company and each Investor are executing and delivering this Agreement in reliance upon the exemption from securities

registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"),

and Rule 506 of Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange

Commission (the "Commission") under the Securities Act.

In 2018, the Company and each of Manfred Groeppel, Andreas Muehler. Daniel Vitt and Hella Kohlhof ("Founders")

have entered into certain exit bonus agreements (the "Exit Bonus Agreements"). The Exit Bonus Agreements

have been assigned and transferred by each of the Founders to their respective investment vehicle (the "Founder Vehicle(s)";

together with Investors the "Subscribers") as follows:

The Parties now intend to issue new Common Shares

to the Founder Vehicles in order to settle the Founder Vehicles' claims under the Exit Bonus Agreements.

In light of the Transaction, the Parties hereto further intend to enter into a consolidated shareholders' agreement

(the "CSA 2018") which sets forth the principles of the legal relationship between all shareholders of

Immunic. The CSA 2018 shall also replace in full any and all prior shareholders' agreements among all or individual shareholders

relating to their participation in Immunic, including (without being limited to) the shareholders' agreement dated August

10, 2016 as amended by the first amendment to the investment and shareholders' agreements dated December 21, 2016, the second

accession and amendment agreement dated August 25, 2017 as well as the third accession and amendment agreement dated December 14,

2018 (together "Existing Agreements").

Following the Concurrent Financing and immediately prior to closing of the Transaction, the Holders will own all of the

Immunic Shares (consisting of the Immunic Common Shares including the Immunic Pre-Closing Financing Shares) outstanding in accordance

with the Articles of Association (Satzung) of Immunic (the "Immunic Articles").

NOW, THEREFORE, in consideration of the

mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which

are hereby acknowledged, the Company and the Holders hereby agree as follows

The parties to this Agreement, intending to

be legally bound, agree as follows:

Article 1. DESCRIPTION OF THE CONCURRENT FINANCING

Immunic Shareholders' Meeting

Upon the terms and subject to the conditions set forth in this Agreement, the Holders undertake to resolve unanimously

and with all votes in a shareholders' meeting to be held in the form of a plenary meeting (Vollversammlung) with all Holders

being present or duly represented ("Shareholders' Meeting") as follows:

increase of the Company's registered share capital from EUR 362,997.00 by EUR 156,920.00 to EUR 519,917.00

in return for cash contributions by the issuance of 156,920 new shares in the Company in the form of common shares (Stammaktien)

(the "Pre-Closing Financing Shares"), each in registered form, to be issued as non-par value shares with

a portion of the Company's share capital (anteiliger Betrag am Grundkapital) of EUR 1.00 each (the "Pre-Closing

invite only the Subscribers to subscribe for the Pre-Closing Financing Shares as set out in the column to the right

of the respective Subscriber's name in the table set forth in Exhibit 1.1(a)(ii) and waive any statutory or contractual

subscription rights conflicting with such admission.

convert all of Immunic's outstanding preferred shares series A-1 and series A-2 (together "Preferred

Shares") into common shares of Immunic ("Common Shares"); and

revise the articles of association (Satzung) of the Company as set forth in Exhibit 1.1(a)(iv)

("Revised Articles of Association").

All Pre-Closing Financing Shares shall have the right to participate in profits as from the beginning of the year

The Shareholders' Meeting shall be held immediately following the conclusion of the Vital Stockholders Meeting

(as defined in the Exchange Agreement) so long as all of the Vital Stockholder Matters (as defined in the Exchange Agreement) required

to implement the Transaction are approved by the Vital Stockholders (as defined in the Exchange Agreement) prior to the conclusion

of the Vital Stockholders Meeting. At the Shareholders' Meeting, the Holders are obliged to vote in favor of all of the items

contemplated by Section 1.1(a) above as well as any other items that may be required or advisable to implement the Concurrent Financing.

Pre-Closing Capital Increase

Each of the Holders undertakes individually for himself vis- -vis each other Holder, to do or cause

to be done everything necessary to implement the resolutions set forth in Section 1.1 above. Thus, the Holders undertake in

particular to co-operate in the Pre-Closing Capital Increase as described by exercising their voting rights in the Shareholders'

Meeting accordingly and to waive their right to raise objections to and to challenge the resolutions of the Shareholders'

Each of the Subscribers undertakes, subject to sec. 4.1, individually for itself vis- -vis each other

and each of the Holders, to (A) subscribe and to take over the Pre-Closing Financing Shares as stated in Sec. 1.1(a)(ii) above

immediately after the end of the Shareholders' Meeting, and (B) pay to the Company in full a cash contribution equal

to the aggregate amount of the portion of the Company's share capital in respect of the Pre-Closing Financing Shares it has

subscribed for ("Capital Contribution"). The Capital Contribution shall be paid within two (2) bank

working day in Frankfurt am Main, Germany after the respective Subscriber has subscribed for its Pre-Closing Financing Shares to

the following special account

for the increase of the share capital of the Company ("Special Account") by irrevocable

wire transfer of immediately available funds valued as of the relevant due date and free of any bank and other charges:

Payments shall be made exclusively to the Special Account, which has been opened solely for this purpose and must

not have a debit balance immediately prior to the Capital Contribution being effected, so that the Company's Management Board

can freely dispose of the amounts paid (cf. 188, 36, 36a, 37 German Stock Corporation Act (AktG)). The

Capital Contribution paid in respect to the Pre-Closing Financing Shares shall not be used for payments until the Pre-Closing Capital

Increase has been properly registered with the commercial register.

After the subscription and taking over of the Pre-Closing Financing Shares under Sec. 1.1 above and the receipt of