ContractImmunoCellular Therapeutics, Ltd. • July 12th, 2007 • 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 OR FOREIGN 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 AND FOREIGN 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 • July 12th, 2007 • ImmunoCellular Therapeutics, Ltd. • Biological products, (no disgnostic substances) • California
This Subscription Agreement (this “Subscription Agreement”) is made by and between ImmunoCellular Therapeutics, Ltd., a Delaware corporation (the “Company”), and the undersigned prospective purchaser (the “Investor”) who is subscribing hereby for units (“Units”). Each Unit consists of one share of the Company’s common stock, $0.0001 par value (sometimes referred to herein as the “Common Stock” and sometimes the “Shares”) and one Common Stock purchase warrant (a “Warrant”). The Investor has received the Offering Memorandum of the Company dated February 16, 2007 and all exhibits and any supplements referred to therein (the “Offering Memorandum”). Each Warrant is exercisable for one share of Common Stock at two dollars and fifty cents (U.S.$2.50) per Share for a period of two years. The Units are offered to Accredited Investors (hereinafter defined) only. All funds received by the Company pursuant to subscriptions for the Units will be deposited in a segregated bank account established by
AMENDMENT TO AGREEMENTTo Agreement • July 12th, 2007 • ImmunoCellular Therapeutics, Ltd. • Biological products, (no disgnostic substances)
THIS AMENDMENT to that certain agreement entered into as of October 30 2006 (the “Wohlberg Agreement”) by and between Optical Molecular Imaging, Inc., now known as ImmunoCellular Therapeutics, Ltd. (“ICT”) and David Wohlberg (“Wohlberg”) (together, the “Parties”) is entered into by the Parties with reference to the following facts:
