0001193125-06-241102 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 22nd, 2006 • ImmunoCellular Therapeutics, Ltd. • Surgical & medical instruments & apparatus • California

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 17, 2006, by and between ImmunoCellular Therapeutics, Ltd., a Delaware corporation, formerly known as Optical Molecular Imaging, Inc., (the “Company”), and Cedars-Sinai Medical Center, a California nonprofit public benefit corporation (“Shareholder”).

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EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • November 22nd, 2006 • ImmunoCellular Therapeutics, Ltd. • Surgical & medical instruments & apparatus • California

THIS EXCLUSIVE LICENSE AGREEMENT (“Agreement”) is entered into this 17th day of November 2006, and shall be effective as of the date specified in Section 2.7 hereof (“Effective Date”) by and between CEDARS-SINAI MEDICAL CENTER, a California nonprofit public benefit corporation (“CSMC”), with offices at 8700 Beverly Boulevard, Los Angeles, California 90048-1865, and ImmunoCellular Therapeutics, Ltd., a Delaware corporation that was formerly named Optical Molecular Imaging, Inc. (“Licensee”), with offices at 11th Floor, 1999 Avenue of the Stars, Los Angeles, California 90067.

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IMMUNOCELLULAR THERAPEUTICS, LTD. NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • November 22nd, 2006 • ImmunoCellular Therapeutics, Ltd. • Surgical & medical instruments & apparatus

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (“Agreement”), is made as of the 17th day of November, 2006 by and between ImmunoCellular Therapeutics, Ltd., a Delaware corporation (the “Company”), and Dr. John Yu (“Optionee”).

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SECURITIES AGREEMENT
Securities Agreement • November 22nd, 2006 • ImmunoCellular Therapeutics, Ltd. • Surgical & medical instruments & apparatus • California

This Securities Agreement (“Agreement”) is made and entered into by and between Dr. John Yu (“Yu”) and ImmunoCellular Therapeutics, Ltd. a Delaware corporation, formerly known as Optical Molecular Imaging, Inc., (the “Company”) as of this 17th day of November, 2006.

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AGREEMENT
License Agreement • November 22nd, 2006 • ImmunoCellular Therapeutics, Ltd. • Surgical & medical instruments & apparatus • California

This Agreement (“Agreement”) is made and entered into as of this 17th day of November 2006 by and between ImmunoCellular Therapeutics, Ltd., a Delaware corporation (“the Company”), and Dr. John Yu (“Dr. Yu”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • November 22nd, 2006 • ImmunoCellular Therapeutics, Ltd. • Surgical & medical instruments & apparatus • California

This Stock Purchase Agreement (“Agreement”) is made and entered into by and between Cedars-Sinai Medical Center, a California nonprofit public benefit corporation (“CSMC”) and ImmunoCellular Therapeutics, Ltd., a Delaware corporation, formerly known as Optical Molecular Imaging, Inc., (the “Company”) as of this 17th day of November, 2006.

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