REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2006 • Immune Response Corp • Biological products, (no disgnostic substances) • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 22nd day of February, 2006 by and among The Immune Response Corporation, a Delaware corporation (the “Company”), Spencer Trask Ventures, Inc., a Delaware corporation (the “Placement Agent”), and certain accredited investors purchasing 8% senior secured convertible promissory notes (the "Notes”) and warrants (the “Warrants”) to purchase shares of common stock, par value $.0025 per share, of the Company (the “Common Stock”) offered in private placement (the “Offering”) by the Company. Such investors are each referred to herein as a “Purchaser” and, collectively, as the “Purchasers”.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • April 11th, 2006 • Immune Response Corp • Biological products, (no disgnostic substances) • New York
The Immune Response Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Spencer Trask Ventures, Inc., a Delaware corporation (the “Placement Agent”) as follows:
AMENDMENT NO. 1 TO SECURITY AGREEMENTSecurity Agreement • April 11th, 2006 • Immune Response Corp • Biological products, (no disgnostic substances)
This Amendment No. 1 to Security Agreement (the “Amendment”) is effective as of March 7, 2006, and amends the SECURITY AGREEMENT, dated as of February 9, 2006 (the “Agreement”), by The Immune Response Corporation, a Delaware corporation (the “Company”), in favor of Hudson Asset Partners, LLC, a Delaware limited liability company, acting in its capacity as agent for holders from time to time (the “Purchasers”) of the 8% Senior Secured Convertible Promissory Notes, to be issued by the Company to the Holders and for Qubit Holdings, LLC (“Qubit,” and collectively with the Purchasers, the “Holders”) in respect of the 8% senior secured convertible promissory note in the principal amount of $250,000 issued by the Company to Qubit.
NOTE EXCHANGE AGREEMENTNote Exchange Agreement • April 11th, 2006 • Immune Response Corp • Biological products, (no disgnostic substances) • New York
This Note Exchange Agreement (this “Agreement”) is entered into between The Immune Response Corporation, a Delaware corporation (the “Company”), and Cheshire Associates LLC, a Delaware limited liability company (“Cheshire”), as of February 8, 2006 (the “Effective Date”).
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • April 11th, 2006 • Immune Response Corp • Biological products, (no disgnostic substances)
This Amendment No. 1 to Warrant Agreement (the “Amendment”) is effective as of March 7, 2006, and amends the WARRANT AGREEMENT, dated as of February 22, 2006 (the “Agreement”), by and between The Immune Response Corporation, a Delaware corporation, and Spencer Trask Ventures, Inc.
AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENTIntercreditor Agreement • April 11th, 2006 • Immune Response Corp • Biological products, (no disgnostic substances)
This Amendment No. 1 to Intercreditor Agreement (the “Amendment”) is effective as of March 7, 2006, and amends the INTERCREDITOR AGREEMENT, dated as of February 9, 2006 (the “Agreement”), by and among The Immune Response Corporation, a Delaware corporation (the “Company”), Cheshire Associates, LLC, a Delaware limited liability company, Cornell Capital Partners, L.P., a Delaware limited partnership, and Hudson Asset Partners, LLC, a Delaware limited liability company, as agent for the holders from time to time of the Company’s 8% Senior Secured Convertible Notes and for Qubit Holdings, LLC (“Qubit”) in respect of the 8% senior secured convertible promissory note in the principal amount of $250,000 issued by the Company to Qubit on the same date.
ADDITIONAL WARRANT AGREEMENTAdditional Warrant Agreement • April 11th, 2006 • Immune Response Corp • Biological products, (no disgnostic substances) • New York
This ADDITIONAL WARRANT AGREEMENT (this “Agreement”) dated as of February 22, 2006, by and between The Immune Response Corporation, a Delaware corporation (the “Company”), and Spencer Trask Ventures, Inc. (the “Agent”).
WARRANT AGREEMENTWarrant Agreement • April 11th, 2006 • Immune Response Corp • Biological products, (no disgnostic substances) • New York
This WARRANT AGREEMENT (this “Agreement”) dated as of February 22, 2006, by and between The Immune Response Corporation, a Delaware corporation (the “Company”), and Spencer Trask Ventures, Inc. (the “Agent”).
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2006 • Immune Response Corp • Biological products, (no disgnostic substances)
This Amendment No. 1 to Registration Rights Agreement (the “Amendment”) is effective as of March 7, 2006, and amends the REGISTRATION RIGHTS AGREEMENT, dated as of February 9, 2006 (the “Agreement”), by and among The Immune Response Corporation, a Delaware corporation (the “Company”), Spencer Trask Ventures, Inc., a Delaware corporation, and certain accredited investors purchasing 8% senior secured convertible promissory notes and warrants to purchase shares of common stock, par value $.0025 per share, of the Company offered in private placement by the Company.
INTERCREDITOR AGREEMENTIntercreditor Agreement • April 11th, 2006 • Immune Response Corp • Biological products, (no disgnostic substances) • New York
AGREEMENT, made this 9th day of February, 2006, by and among The Immune Response Corporation, a Delaware corporation (the “Company”), Cheshire Associates, LLC, a Delaware limited liability company (“Cheshire”), Cornell Capital Partners, L.P., a Delaware limited partnership (“Cornell”), and Hudson Asset Partners, LLC, a Delaware limited liability company (the “Agent”), as agent for the holders from time to time of the Company’s 8% Senior Secured Convertible Notes and for Qubit Holdings, LLC (“Qubit”) in respect of the 8% senior secured convertible promissory note in the principal amount of $250,000 issued by the Company to Qubit on the same date hereof (the “Qubit Note”). Cheshire, Cornell and the Agent shall each be referred to herein as a “Secured Party” and shall collectively be referred to as the “Secured Parties”.
THE IMMUNE RESPONSE CORPORATION SECURITIES PURCHASE AGREEMENT DATED AS OF FEBRUARY 9, 2006 with respect to 8% SECURED CONVERTIBLE PROMISSORY NOTE AND WARRANTSecurities Purchase Agreement • April 11th, 2006 • Immune Response Corp • Biological products, (no disgnostic substances) • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 9, 2006, by and between THE IMMUNE RESPONSE CORPORATION, a Delaware corporation (the “Company”) and QUBIT HOLDINGS, LLC (the “Purchaser”);
WARRANT AGREEMENTWarrant Agreement • April 11th, 2006 • Immune Response Corp • Biological products, (no disgnostic substances) • New York
This WARRANT AGREEMENT (this “Agreement”), dated as of February 9, 2006, is by and between The Immune Response Corporation, a Delaware corporation (the “Company”), and Spencer Trask Intellectual Capital Company, LLC (the “Warrant Holder”).
AMENDMENT NO. 1 TO LIMITED RECOURSE INTEREST INDUCEMENT AGREEMENTLimited Recourse Interest Inducement Agreement • April 11th, 2006 • Immune Response Corp • Biological products, (no disgnostic substances)
This Amendment No. 1 to Limited Recourse Interest Inducement Agreement (the “Amendment”) is effective as of March 7, 2006, and amends the LIMITED RECOURSE INTEREST INDUCEMENT AGREEMENT, dated as of February 22, 2006 (the “Agreement”), by and between The Immune Response Corporation, a Delaware corporation, and Spencer Trask Intellectual Capital Company, LLC.
ContractConvertible Promissory Note • April 11th, 2006 • Immune Response Corp • Biological products, (no disgnostic substances)
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF (THE “CONVERSION SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS NOTE OR CONVERSION SHARES OR (II) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT WHERE THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.
LIMITED RECOURSE INTEREST INDUCEMENT AGREEMENTLimited Recourse Interest Inducement Agreement • April 11th, 2006 • Immune Response Corp • Biological products, (no disgnostic substances) • New York
This LIMITED RECOURSE INTEREST INDUCEMENT AGREEMENT (this “Agreement”), dated as of February 9, 2006, is by and between The Immune Response Corporation, a Delaware corporation (the “Company”), and Spencer Trask Intellectual Capital Company, LLC (“STIC”).
NOTE REVISION AGREEMENTNote Revision Agreement • April 11th, 2006 • Immune Response Corp • Biological products, (no disgnostic substances) • New York
This Note Revision Agreement (this “Agreement”) is entered into between The Immune Response Corporation, a Delaware corporation (the “Company”), and Cheshire Associates LLC, a Delaware limited liability company (“Cheshire”), as of February 8, 2006 (the “Effective Date”).
THE IMMUNE RESPONSE CORPORATION 5931 Darwin Court Carlsbad, California 92008 February 22, 2006Right of First Refusal • April 11th, 2006 • Immune Response Corp • Biological products, (no disgnostic substances)
Reference is made to that certain Placement Agency Agreement dated February 9, 2006 (the “Placement Agency Agreement”) by and between Spencer Trask Ventures, Inc. (the “Placement Agent”) and The Immune Response Corporation (the “Company”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Placement Agency Agreement.
AMENDMENT NO. 1 TO ADDITIONAL WARRANT AGREEMENTAdditional Warrant Agreement • April 11th, 2006 • Immune Response Corp • Biological products, (no disgnostic substances) • New York
THIS AMENDMENT NO. 1 (this “Amendment”) dated as of February 27, 2006 to the ADDITIONAL WARRANT AGREEMENT (the “Agreement”) dated as of February 22, 2006 by and between The Immune Response Corporation, a Delaware corporation (the “Company”), and Spencer Trask Ventures, Inc. (the “Agent”).
SECURITY AGREEMENTSecurity Agreement • April 11th, 2006 • Immune Response Corp • Biological products, (no disgnostic substances) • New York
AGREEMENT, dated as of February 9, 2006, by THE IMMUNE RESPONSE CORPORATION, a Delaware corporation (the “Company”) in favor of Hudson Asset Partners, LLC, a Delaware limited liability company (the “Agent”), acting in its capacity as agent for holders from time to time (the “Purchasers”) of the 8% Senior Secured Convertible Promissory Notes in the aggregate principal amount of up to $5,000,000 (the “Purchaser Notes”), to be issued by the Company to the Holders and for Qubit Holdings, LLC (“Qubit”, and collectively with the Purchasers, the “Holders”) in respect of the 8% senior secured convertible promissory note in the principal amount of $250,000 (the “Qubit Note”, and collectively with the Purchaser Notes, the “Notes”) issued by the Company to Qubit.
NOTE CONVERSION COMMITMENT AGREEMENTNote Conversion Commitment Agreement • April 11th, 2006 • Immune Response Corp • Biological products, (no disgnostic substances) • New York
This Note Conversion Commitment Agreement (this “Agreement”) is entered into between The Immune Response Corporation, a Delaware corporation (the “Company”), and Cheshire Associates LLC, a Delaware limited liability company (“Cheshire”), as of February 15, 2006 (the “Effective Date”).
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • April 11th, 2006 • Immune Response Corp • Biological products, (no disgnostic substances) • New York
THIS AMENDMENT NO. 1 (this “Amendment”) dated as of February 28, 2006 to the WARRANT AGREEMENT (the “Agreement”) dated as of February 9, 2006 by and between The Immune Response Corporation, a Delaware corporation (the “Company”), and Spencer Trask Intellectual Capital Company, LLC (the “Warrant Holder”).
