Xxxxxxxxxx Xxxxxxxxxx. XXXXXXX XXXX XXXXXX CONSTRUCTION LABOUR RELATIONS ASSOCIATION LIMITED UNITED BROTHERHOOD OF CARPENTERS AND JOINERS OF AMERICA LOCAL 1588
Xxxxxxxxxx Xxxxxxxxxx. Xxxxxxx X. Xxxxxx Xxxxxxx Xxxxxxxx, Ph.D. Xxxxx X. Xxx November , 2011 XXXXX AND COMPANY, LLC As Representative of the several Underwriters c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: ImmunoCellular Therapeutics, Ltd. – Registration Statement on Form S-1 for Shares of Common Stock Dear Sirs: This Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between ImmunoCellular Therapeutics, Ltd., a Delaware corporation (the “Company”) and Xxxxx and Company, LLC (“Cowen”), as representative of a group of underwriters (collectively, the “Underwriters”), to be named therein, and the other parties thereto (if any), relating to the proposed public offering of units (the “Units”), with each Unit consisting of (i) one share of the common stock, par value $0.0001 per share (the “Common Stock”) of the Company, and (ii) warrants to purchase shares of Common Stock. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, and in light of the benefits that the offering of the Units will confer upon the undersigned in its capacity as a securityholder and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, during the period beginning on the date hereof through and including the date that is the 60th day after the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of Cowen, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock (including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as the same may be amended or supplemented from time to time (such shares, the “Beneficially Owned Shares”)) or securities convertible into or exercisable or exchangeable for Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by ...
Xxxxxxxxxx Xxxxxxxxxx. 00 00 If PSE does not forward the above information within the stated timelines (without 39 advance notice), the employee’s leave or pay may be docked for hours missed while 40 absent from work, and PSE will reimburse the employee(s).
Xxxxxxxxxx Xxxxxxxxxx. Affaires étrangères. Communauté européenne de défense. Comité interimaire de la Conférence pour l'organisation de la CED. Correspondance diverse 1952-54, AE 11661. Copyright: All rights of reproduction, public communication, adaptation, distribution or dissemination via Internet, internal network or any other means are strictly reserved in all countries. URL: Publication date: 18/12/2013 Agreement regarding the co operation between the United Kingdom and the EDC (Paris, 13 April 1954)
Xxxxxxxxxx Xxxxxxxxxx. Xxxx Xxxvice Agreement supersedes and cancels, as of the effective date hereof, the following Service Agreements: N/A.
Xxxxxxxxxx Xxxxxxxxxx. XXXXXXXXXX LOGOS, L.L.C. THE LXXXX COMPANY, L.L.C. LAMAR CENTRAL OUTDOOR, LLC By: Lxxxx Media Corp., Their Managing Member By: /s/ Kxxxx X. Xxxxx Title: Executive Vice-President/ Chief Financial Officer LXXXX ADVERTISING SOUTHWEST, INC. LAMAR OKLAHOMA HOLDING COMPANY, INC. LAMAR DOA TENNESSEE HOLDINGS, INC. LXXXX XXXX CORPORATION By: /s/ Kxxxx X. Xxxxx Title: Executive Vice-President/ Chief Financial Officer MISSOURI LOGOS, LLC KENTUCKY LOGOS, LLC OKLAHOMA LOGOS, L.L.C. MISSISSIPPI LOGOS, L.XX. DELAWARE LOGOS, L.L.C. NEW JERSEY LOGOS, L.L.C. GEORGIA LOGOS, L.L.C. VIRGINIA LOGOS, LLC MAINE LOGOS, L.L.C. WASHINGTON LOGOS, L.L.C. By: Interstate Logos, L.L.C. Their Managing Member By: Lxxxx Media Corp. Its: Managing Member By: /s/ Kxxxx X. Xxxxx Title: Executive Vice-President/ Chief Financial Officer NEBRASKA LOGOS, INC. OHIO LOGOS, INC. UTAH LOGOS, INC. SOUTH CAROLINA LOGOS, INC. MINNESOTA LOGOS, INC. MICHIGAN LOGOS, INC. FLORIDA LOGOS, INC. NEVADA LOGOS, INC. TENNESSEE LOGOS, INC. KANSAS LOGOS, INC. COLORADO LOGOS, INC. NEW MEXICO LOGOS, INC. By: /s/ Kxxxx X. Xxxxx Title: Executive Vice-President/ Chief Financial Officer TEXAS LOGOS, L.P. By: Oklahoma Logos, L.L.C. Its: General Partner By: Interstate Logos, L.L.C. Its: Managing Member By: Lxxxx Media Corp. Its: Managing Member By: /s/ Kxxxx X. Xxxxx Title: Executive Vice-President/ Chief Financial Officer LXXXX ADVERTISING OF COLORADO SPRINGS, INC. LAMAR TEXAS GENERAL PARTNER, INC. TLC PROPERTIES, INC. TLC PROPERTIES II, INC. LAMAR PENSACOLA TRANSIT, INC. LXXXX ADVERTISING OF YOUNGSTOWN, INC. LXXXX ADVERTISING OF MICHIGAN, INC. LAMAR ELECTRICAL, INC. AMERICAN SIGNS, INC. LAMAR OCI NORTH CORPORATION LAMAR OCI SOUTH CORPORATION LXXXX ADVERTISING OF KENTUCKY, INC. LAMAR FLORIDA, INC. LXXXX ADVERTISING OF SOUTH DAKOTA, INC. LAMAR OHIO OUTDOOR HOLDING CORP. OUTDOOR MARKETING SYSTEMS, INC. By: /s/ Kxxxx X. Xxxxx Title: Executive Vice-President/ Chief Financial Officer LXXXX ADVERTISING OF PENN, LLC LXXXX ADVERTISING OF LOUISIANA, L.L.C. LAMAR TENNESSEE, L.L.C. LC BILLBOARD, L.L.C. LAMAR AIR, L.L.C. By: The Lamar Company, L.L.C. Their Managing Member By: Lxxxx Media Corp. Its: Managing Member By: /s/ Kxxxx X. Xxxxx Title: Executive Vice-President/ Chief Financial Officer LAMAR TEXAS LIMITED PARTNERSHIP By: Lamar Texas General Partner, Inc. Its: General Partner By: /s/ Kxxxx X. Xxxxx Title: Executive Vice-President/ Chief Financial Officer TLC PROPERTIES, L.L.C. TLC FARMS, L.L.C. By: TLC Properties, Inc. Their Mana...
Xxxxxxxxxx Xxxxxxxxxx. The Borrower or the Administrative Agent, by notice to the other, may designate additional or different addresses for subsequent notices or communications. All notices and communications will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.
Xxxxxxxxxx Xxxxxxxxxx. Xxxx xxx xxxxxxxxn and dexxxxxx xx xxx other Person of a supplement in the form of Annex I hereto, such Person shall become a "Guarantor" hereunder with the same force and effect as if it were originally a party to this Guaranty and named as a "Guarantor" hereunder. The execution and delivery of any such instrument shall not require the consent of any other Guarantor hereunder, and the rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Guaranty. No Waiver; Remedies. In addition to, and not in limitation of, Section 2.3 and Section 2.5, no failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.
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