ContractWarrant Agreement • May 1st, 2007 • ImmunoCellular Therapeutics, Ltd. • Biological products, (no disgnostic substances) • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE LAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED, OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, OR SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND LAWS, SUCH COMPLIANCE, AT THE OPTION OF THE CORPORATION, TO BE EVIDENCED BY AN OPINION OF THE WARRANT HOLDER’S COUNSEL, ACCEPTABLE TO THE CORPORATION, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.
SUBSCRIPTION AGREEMENT IMMUNOCELLULAR THERAPEUTICS, LTD.Subscription Agreement • May 1st, 2007 • ImmunoCellular Therapeutics, Ltd. • Biological products, (no disgnostic substances) • California
The undersigned (the “Subscriber”) hereby acknowledges that the Issuer is proceeding with a private placement of 800,000 units (the “Units”) at a price of U.S.$1.50 per Unit, with each Unit consisting of (1) one share of the Issuer’s common stock, (2) one warrant to purchase one share of the Issuer’s common stock at an exercise price of $2.50 per share, and (3) an additional warrant to purchase 2/3 of one share of the Issuer’s common stock at an exercise price of $2.50 per share. In connection with such purchase, the Subscriber tenders to the Issuer this subscription offer which, upon acceptance by the Issuer, will constitute an agreement of the Subscriber to subscribe for, purchase, and pay for and, on the part of the Issuer, to issue and sell to the Subscriber, the Units on the terms and subject to the conditions set out in this Agreement.
ImmunoCellular Therapeutics, Ltd.Additional Agreement Related to Offering • May 1st, 2007 • ImmunoCellular Therapeutics, Ltd. • Biological products, (no disgnostic substances)
ImmunoCellular Therapeutics, Ltd. (the “Corporation”), is offering units (the “Units”) at a price of US$1.50 per Unit (the “Offering”) consisting of shares of the Corporation’s Common Stock (“Common Shares”) and Common Share purchase warrants (“Warrants”). RAB Special Situations (Master) Fund Limited (“RAB”) has subscribed to purchase 800,000 Units for a purchase price of $1,200,000 pursuant to a subscription agreement among the Corporation and RAB (the “Subscription Agreement”) dated as of the date hereof (the “Subscription Date”). The Common Shares and Warrants underlying the Units and the Common Shares issuable upon exercise of the Warrants are collectively referred to as the “Securities”.
