SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 9th, 2005 • Immune Response Corp • Biological products, (no disgnostic substances) • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 4, 2005, by and among THE IMMUNE RESPONSE CORPORATION, a Delaware corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • August 9th, 2005 • Immune Response Corp • Biological products, (no disgnostic substances) • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 4, 2005, by and among THE IMMUNE RESPONSE CORPORATION, a Delaware corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
ContractWarrant Agreement • August 9th, 2005 • Immune Response Corp • Biological products, (no disgnostic substances) • New York
WARRANT AGREEMENT (this “Agreement”), dated as of August 4, 2005 by and between The Immune Response Corporation, a Delaware corporation (the “Company”), and Cheshire Associates LLC, a Delaware limited liability company (the “Warrant Holder”).
SECURITY AGREEMENTSecurity Agreement • August 9th, 2005 • Immune Response Corp • Biological products, (no disgnostic substances) • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of August 4, 2005, by and between THE IMMUNE RESPONSE CORPORATION, a Delaware corporation with its principal place of business located at 5391 Darwin Court, Carlsbad, CA 92008 (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”).
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • August 9th, 2005 • Immune Response Corp • Biological products, (no disgnostic substances) • New Jersey
THIS PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of August 4, 2005 (the “Effective Date”) by and among THE IMMUNE RESPONSE CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the “Pledgor”), CORNELL CAPITAL PARTNERS, LP (the “Pledgee”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).
INSIDER PLEDGE AND ESCROW AGREEMENTInsider Pledge and Escrow Agreement • August 9th, 2005 • Immune Response Corp • Biological products, (no disgnostic substances) • New Jersey
THIS INSIDER PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of August 4, 2005 (the “Effective Date”) by and among CHESHIRE ASSOCIATES LLC (the “Pledgor”), CORNELL CAPITAL PARTNERS, LP (the “Pledgee”), THE IMMUNE RESPONSE CORPORATION, a Delaware corporation (the “Company”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).
ContractPledge Inducement Agreement • August 9th, 2005 • Immune Response Corp • Biological products, (no disgnostic substances) • New York
This PLEDGE INDUCEMENT AGREEMENT (this “Agreement”), dated as of August 4, 2005, is by and between The Immune Response Corporation, a Delaware corporation (the “Company”), and Cheshire Associates LLC, a Delaware limited liability company (“Cheshire”).
