COMMON STOCK PURCHASE WARRANT IMMUNOCELLULAR, LTD.Common Stock Purchase • February 11th, 2015 • ImmunoCellular Therapeutics, Ltd. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the ten (10) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ImmunoCellular Therapeutics, Ltd., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to (i) the Underwriting Agreement, dated as of February —, 2015, between the Company and Roth Capital Partners, LLC (the “Underwriting Agreement”) and (ii) the Company’s Registration State
UNDERWRITING AGREEMENTUnderwriting Agreement • February 11th, 2015 • ImmunoCellular Therapeutics, Ltd. • Pharmaceutical preparations • New York
ImmunoCellular Therapeutics, Ltd., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to you (the “Underwriter”), an aggregate of (i) — authorized but unissued shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company, (ii) warrants (the “Warrants”) to purchase up to — shares of Common Stock at an exercise price of $— per share and (iii) warrants (the “Pre-Funded Warrants”) to purchase up to — shares of Common Stock at an exercise price of $0.01 per share. The shares of Common Stock issuable upon the exercise of the Warrants and the Pre-Funded Warrants are collectively referred to as the “Warrant Shares”. Each Share is being sold together with 0.70 of a Warrant to purchase one Warrant Share. Each Pre-Funded Warrant to purchase one Warrant Share is being sold together with 0.70 of a Warrant to purchase one Warrant Share. The Shares, the Warrants, the Pre-Funded Warrants and
COMMON STOCK PURCHASE WARRANT IMMUNOCELLULAR, LTD.Common Stock Purchase • February 11th, 2015 • ImmunoCellular Therapeutics, Ltd. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ImmunoCellular Therapeutics, Ltd., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to (i) the Underwriting Agreement, dated as of February —, 2015, between the Company and Roth Capital Partners, LLC (the “Underwriting Agreement”) and (ii) the Company’s Registration State
