ex10-15.htm


    Exhibit 10.15


    


    REGISTRATION
RIGHTS AGREEMENT

    


    THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made
as of ________, 2008, among Omnimmune Holdings, Inc., a Delaware corporation
(the “Company”), and each
signatory hereto (each, an “Investor” and
collectively, the “Investors”).

    


    R
E C I T A L S

    


    WHEREAS,
the Company and the Investors are parties to Subscription Agreements (the “Subscription
Agreements”) entered into in connection with a private placement offering
described in the Confidential Private Placement Memorandum, dated July 3, 2008,
as such may be amended and supplemented from time to time (the “PPM”);

    


    WHEREAS,
the Investors’ obligations under the Subscription Agreements are conditioned
upon certain registration rights under the Securities Act of 1933, as amended
(the “Securities
Act”); and

    


    WHEREAS,
the Investors and the Company desire to provide for the rights of registration
under the Securities Act as are provided herein upon the execution and delivery
of this Agreement by such Investors and the Company.

    


    NOW,
THEREFORE, in consideration of the promises, covenants and conditions set forth
herein, the parties hereto hereby agree as follows:

    


    1.           Registration
Rights.

    


    1.1           Definitions. As used
in this Agreement, the following terms shall have the meanings set forth
below:

    


    (a)           “Commission” means the
United States Securities and Exchange Commission.

    


    (b)           “Common Stock” means
the Company’s common stock, par value $0.0001 per share.

    


    (c)           “Effectiveness Date”
means the date that is 180 days after the Trigger Date; provided, however, that in
the event the Company is notified by the Commission that a registration
statement for Shares will not be reviewed or is no longer subject to further
review, the Effectiveness Date as to such registration statement shall be the
tenth day following the date on which the Company is so notified if such date
precedes the Effectiveness Date otherwise required.

    


    (d)           “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

    


    (e)           “Fair Market Value”
means the average of the high and low prices of publicly traded shares of Common
Stock, rounded to the nearest cent, on the principal national securities
exchange on which shares of Common Stock are listed (if the shares of Common
Stock are so listed), or on The NASDAQ Capital Market (if the shares of Common
Stock are regularly quoted on the Nasdaq Stock Market), or, if not so listed or
regularly quoted, the mean between the closing bid and asked prices of publicly
traded shares of Common Stock in the over-the-counter market, or, if such bid
and asked prices shall not be available, as reported by any nationally
recognized quotation service selected by the Company, or as determined by the
Board of Directors of the Company in a manner consistent with the provisions of
the Internal Revenue Code, as amended.

    


    (f)           “Filing Date” means
the date that is 90 days after the Trigger Date.

    


    (g)           “Investor” means any
person owning Registrable Securities who becomes party to this Agreement by
executing a counterpart signature page hereto, or other agreement in writing to
be bound by the terms hereof, which is accepted by the Company.

    


    (h)           “Placement Warrants”
means the warrants to purchase Common Stock issued to the Placement Agent or its
designees in connection with the offering described in the PPM.

    


    (i)           The
terms “register,” “registered” and
“registration”
refer to a registration effected by preparing and filing a registration
statement or similar document in compliance with the Securities Act, and the
declaration or ordering of effectiveness of such registration statement or
document.

    


    (j)           “Registrable
Securities” means any of the Shares or any securities issued or issuable
as (or any securities issued or issuable upon the conversion or exercise of any
warrant, right or other security that is issued as) a dividend or other
distribution with respect to, or in exchange for, or in replacement of, the
Shares; provided,
however, that Registrable Securities shall not include any securities of
the Company that have previously been registered and remain subject to a
currently effective registration statement or which have been sold to the public
either pursuant to a registration statement or Rule 144, or which have been sold
in a private transaction in which the transferor’s rights under this Section 1
are not assigned, or which may be sold immediately without registration under
the Securities Act pursuant to Rule 144.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (k)           “Rule 144” means Rule
144 as promulgated by the Commission under the Securities Act, as such Rule may
be amended from time to time, or any similar successor rule that may be
promulgated by the Commission.

    


    (l)           “Rule 415” means Rule
415 as promulgated by the Commission under the Securities Act, as such Rule may
be amended from time to time, or any similar successor rule that may be
promulgated by the Commission.

    


    (m)           “Shares” means the
shares of Common Stock (i) issued pursuant to the Subscription Agreements and
(ii) issuable upon exercise of the Placement Warrants.

    


    (n)           “Trigger Date” means
the later of the final Closing Date and the Termination Date (as such terms are
defined in the PPM).

    


    1.2           Company
Registration.

    


    (a)           On
or prior to the Filing Date the Company shall prepare and file with the
Commission a registration statement covering the Registrable Securities for an
offering to be made on a continuous basis pursuant to Rule 415.  The
registration statement shall be on Form SB-2 or Form S-3 (except if the Company
is not then eligible to register for resale the Registrable Securities on Form
SB-2 or Form S-3, in which case such registration shall be on another
appropriate form in accordance herewith) and shall contain (unless otherwise
directed by Investors holding an aggregate of at least 75% of the Registrable
Securities on a fully diluted basis) substantially the “Plan of Distribution”
attached hereto as Annex
A.  The Company shall cause the registration statement to
become effective and remain effective as provided herein.  The Company
shall use its commercially reasonable efforts to cause the registration
statement to be declared effective under the Securities Act by the Effectiveness
Date.  The Company shall use its commercially reasonable to keep the
registration statement continuously effective under the Securities Act until the
date which is the earliest to occur of: (i) the date that is 18 months after the
final Closing Date or (ii) the date of which all Registrable Securities have
been sold or have otherwise ceased to be “Registrable Securities” (the “Effectiveness
Period”).

    


    (b)           If
during the Effectiveness Period, the number of Registrable Securities at any
time exceeds 100% of the number of shares of Common Stock then registered in a
registration statement, then the Company shall file as soon as reasonably
practicable an additional registration statement covering the resale of not less
than the number of such Registrable Securities.

    


    (c)           If:
(i) the registration statement is not filed on or prior to the Filing Date, or
(ii) is not declared effective by the Commission on or prior to the
Effectiveness Date (any such failure or breach being referred to as an “Event”),
then, until the applicable Event is cured or, if sooner, the one year
anniversary of the Trigger Date, the Company shall pay to each Investor, in cash
or in Common Stock at Fair Market Value, at the Company’s option, as liquidated
damages and not as a penalty, an amount equal to 1.0% of the aggregate purchase
price paid by such Investor pursuant to the Subscription Agreement executed by
such Investor for each one month period (prorated for partial periods), during
which such Event continues uncured; provided that the total amount of such
liquidated damages payable to any Investor shall not exceed 9.0% of the
aggregate purchase price paid by such Investor or the number of shares purchased
by such Investor, as applicable. While such Event continues, such liquidated
damages shall be paid not less often than every month. Any unpaid liquidated
damages as of the date when an Event has been cured by the Company shall be paid
within three (3) business days following the date on which such Event has been
cured by the Company. Notwithstanding anything herein to the contrary, to the
extent that the registration of any or all of the Registrable Securities by the
Company on a registration statement is prohibited (the “Non-Registered Shares”)
as a result of rules, regulations, positions or releases issued or actions taken
by the Commission pursuant to its authority with respect to Rule 415 and the
Company has registered at such time the maximum number of Registrable Securities
permissible upon consultation with the Commission (applied on a pro rata basis
based on the total number of unregistered Registrable Securities held by each
holder of Registrable Securities), then the liquidated damages described in this
Section 1.2(c) shall not be applicable to such Non-Registered
Shares.

    


    (d)           The
Company shall bear and pay all expenses incurred in connection with any
registration, filing or qualification of Registrable Securities with respect to
the registrations pursuant to this Section 1.2 for each Investor, including
(without limitation) all registration, filing and qualification fees, printer’s
fees, accounting fees and fees and disbursements of counsel for the Company, but
excluding any brokerage or underwriting fees, discounts and commissions relating
to Registrable Securities and fees and disbursements of counsel for the
Investors.

    


    (e)           If
at any time during the Effectiveness Period there is not an effective
Registration Statement covering all of the Registrable Securities, then the
Company shall notify each Investor in writing at least fifteen (15) days prior
to the filing of any registration statement under the Securities Act, in
connection with a public offering of shares of Common Stock (including, but not
limited to, registration statements relating to secondary offerings of
securities of the Company but excluding any registration statements (i) on Form
S-4 or S-8 (or any successor or substantially similar form), or of any employee
stock option, stock purchase or compensation plan or of securities issued or
issuable pursuant to any such plan, or a dividend reinvestment plan, (ii)
otherwise relating to any employee, benefit plan or corporate reorganization or
other transactions covered by Rule 145 promulgated under the Securities Act, or
(iii) on any registration form which does not permit secondary sales or does not
include substantially the same information as would be required to be included
in a registration statement covering the resale of the Registrable Securities)
and will afford each Investor an opportunity to include in such registration
statement all or part of the Registrable Securities held by such
Investor.  In the event an Investor desires to include in any such
registration statement all or any part of the Registrable Securities held by
such Investor, the Investor shall within ten (10) days after the above-described
notice from the Company, so notify the Company in writing, including the number
of such Registrable Securities such Investor wishes to include in such
registration statement.  If an Investor decides not to include all of
its Registrable Securities in any registration statement thereafter filed by the
Company such Investor shall nevertheless continue to have the right to include
any Registrable Securities in any subsequent registration statement or
registration statements as may be filed by the Company with respect to the
offering of the securities, all upon the terms and conditions set forth
herein.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.3           Obligations of the
Company. Whenever required under this Section 1 to effect the
registration of any Registrable Securities, the Company shall, as expeditiously
as reasonably possible:

    


    (a)           Prepare
and file with the Commission a registration statement with respect to such
Registrable Securities and use its commercially reasonable to cause such
registration statement to become effective and to keep such registration
statement effective during the Effectiveness Period;

    


    (b)           Prepare
and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration statement;

    


    (c)           Furnish
to the Investors such numbers of copies of a prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and such
other documents as they may reasonably request in order to facilitate the
disposition of Registrable Securities owned by them (provided that the Company
would not be required to print such prospectuses if readily available to
Investors from any electronic service, such as on the EDGAR filing database
maintained at www.sec.gov);

    


    (d)           Use
its commercially reasonable to register and qualify the securities covered by
such registration statement under such other securities’ or blue sky laws of
such jurisdictions as shall be reasonably requested by the Investors; provided
that the Company shall not be required in connection therewith or as a condition
thereto to qualify to do business or to file a general consent to service of
process in any such states or jurisdictions;

    


    (e)           In
the event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form, with
the managing underwriter(s) of such offering (each Investor participating in
such underwriting shall also enter into and perform its obligations under such
an agreement);

    


    (f)           Promptly
notify each Investor holding Registrable Securities covered by such registration
statement at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, within one business day, (i) of the
effectiveness of such registration statement, or (ii) of the happening of any
event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
then existing;

    


    (g)           Cause
all such Registrable Securities registered pursuant hereto to be listed on each
securities exchange or nationally recognized quotation system on which similar
securities issued by the Company are then listed; and

    


    (h)           Provide
a transfer agent and registrar for all Registrable Securities registered
pursuant hereunder and a CUSIP number for all such Registrable Securities, in
each case not later than the effective date of such registration.

    


    1.4           Furnish Information.
It shall be a condition precedent to the Company’s obligations to take any
action pursuant to this Section 1 with respect to the Registrable Securities of
any selling Investor that such Investor shall furnish to the Company such
information regarding such Investor, the Registrable Securities held by such
Investor, and the intended method of disposition of such securities in the form
attached to this Agreement as Annex B,
or as otherwise reasonably required by the Company or the managing underwriters,
if any, to effect the registration of such Investor’s Registrable
Securities.

    


    1.5           Delay of
Registration. No Investor shall have any right to obtain or seek an
injunction restraining or otherwise delaying any such registration as the result
of any controversy that might arise with respect to the interpretation or
implementation of this Section 1.

    


    1.6           Indemnification.

    


    (a)           To
the extent permitted by law, the Company will indemnify and hold harmless each
Investor, any underwriter (as defined in the Securities Act) for such Investor
and each person, if any, who controls such Investor or underwriter within the
meaning of the Securities Act or the Exchange Act, against any losses, claims,
damages or liabilities (joint or several) to which any of the foregoing persons
may become subject under the Securities Act, the Exchange Act or other federal
or state securities law, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any of the
following statements, omissions or violations (collectively, a “Violation”): (i) any
untrue statement or alleged untrue statement of a material fact contained in a
registration statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto (collectively, the
“Filings”),
(ii) the omission or alleged omission to state in the Filings a material fact
required to be stated therein, or necessary to make the statements therein not
misleading, or (iii) any violation or alleged violation by the Company of the
Securities Act, the Exchange Act, any state securities law or any rule or
regulation promulgated under the Securities Act, the Exchange Act or any state
securities law; and the Company will pay any legal or other expenses reasonably
incurred by any person to be indemnified pursuant to this Section 1.6(a) in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided,
however, that the indemnity agreement contained in this Section 1.6(a)
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable in any such case for any such loss, claim, damage, liability
or action to the extent that it arises out of or is based upon a Violation that
occurs in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by any such Investor,
underwriter or controlling person.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (b)           To
the extent permitted by law, each Investor will indemnify and hold harmless the
Company, each of its directors, each of its officers who has signed the
registration statement, each person, if any, who controls the Company within the
meaning of the Securities Act or the Exchange Act, any underwriter, any other
Investor selling securities in such registration statement and any controlling
person of any such underwriter or other Investor, against any losses, claims,
damages or liabilities (joint or several) to which any of the foregoing persons
may become subject under the Securities Act, the Exchange Act or other federal
or state securities law, insofar as such losses, claims, damages or liabilities
(or actions in respect thereto) arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with written information furnished by such
Investor expressly for use in connection with such registration; and each such
Investor will pay any legal or other expenses reasonably incurred by any person
to be indemnified pursuant to this Section 1.6(b) in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the indemnity agreement contained in this Section 1.6(b)
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Investor (which consent shall not be unreasonably withheld); provided, however,
in no event shall any indemnity under this subsection 1.6(b) exceed the net
proceeds received by such Investor upon the sale of the Registrable Securities
giving rise to such indemnification obligation.

    


    (c)           Promptly
after receipt by an indemnified party under this Section 1.6 of notice of the
commencement of any action (including any governmental action), such indemnified
party will, if a claim in respect thereof is to be made against any indemnifying
party under this Section 1.6, deliver to the indemnifying party a written notice
of the commencement thereof and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume the defense
thereof with counsel mutually satisfactory to the parties; provided, however, that an
indemnified party (together with all other indemnified parties that may be
represented without conflict by one counsel) shall have the right to retain one
separate counsel, with the fees and expenses to be paid by the indemnifying
party, if representation of such indemnified party by the counsel retained by
the indemnifying party would be inappropriate due to actual or potential
differing interests between such indemnified party and any other party
represented by such counsel in such proceeding.  The failure to
deliver written notice to the indemnifying party within a reasonable time of the
commencement of any such action, if materially prejudicial to its ability to
defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 1.6, but the omission so to deliver
written notice to the indemnifying party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this Section
1.6.

    


    (d)           If
the indemnification provided for in Sections 1.6(a) and (b) is held by a court
of competent jurisdiction to be unavailable to an indemnified party with respect
to any loss, claim, damage or expense referred to herein, then the indemnifying
party, in lieu of indemnifying such indemnified party hereunder, shall
contribute to the amount paid or payable by such indemnified party as a result
of such loss, claim, damage or expense in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the one hand and of the
indemnified party on the other in connection with the statements or omissions or
alleged statements or omissions that resulted in such loss, liability, claim or
expense as well as any other relevant equitable considerations.  The
relative fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.  In no event shall any Investor be required to
contribute an amount in excess of the net proceeds received by such Investor
upon the sale of the Registrable Securities giving rise to such indemnification
obligation.

    


    (e)           The
obligations of the Company and Investors under this Section 1.6 shall survive
the completion of any offering of Registrable Securities in a registration
statement under this Section 1, and otherwise.

    


    1.7           Reports Under Securities
Exchange Act. With a view to making available the benefits of certain
rules and regulations of the Commission, including Rule 144, that may at any
time permit an Investor to sell securities of the Company to the public without
registration or pursuant to a registration on Form SB-2, the Company agrees
to:

    


    (a)           make
and keep public information available, as those terms are understood and defined
in Rule 144, at all times after ninety (90) days after the Trigger
Date;

    


    (b)           take
such action, including the voluntary registration of its Common Stock under
Section 12 of the Exchange Act, as is necessary to enable the Investors to
utilize Form SB- 2 for the sale of their Registrable Securities, such action to
be taken as soon as practicable after the end of the fiscal year in which the
registration statement is declared effective;

    


    (c)           file
with the Commission in a timely manner all reports and other documents required
of the Company under the Securities Act and the Exchange Act; and

    


    (d)           furnish
to any Investor, so long as the Investor owns any Registrable Securities,
forthwith upon request (i) a written statement by the Company that it has
complied with the reporting requirements of Rule 144 (at any time after ninety
(90) calendar days after the Trigger Date), the Securities Act and the Exchange
Act (at any time after it has become subject to such reporting requirements), or
that it qualifies as a registrant whose securities may be resold pursuant to
Form SB-2 (at any time after it so qualifies), (ii) a copy of the most recent
annual or quarterly report of the Company and such other reports and documents
so filed by the Company, and (iii) such other information as may be reasonably
requested in availing any Investor of any rule or regulation of the Commission
that permits the selling of any such securities without registration or pursuant
to such form.

    


    1.8           Transfer or Assignment of
Registration Rights. The rights to cause the Company to register
Registrable Securities pursuant to this Section 1 may be transferred or
assigned, but only with all related obligations, by an Investor to a transferee
or assignee who (a) acquires at least 100,000 Shares (subject to appropriate
adjustment for stock splits, stock dividends and combinations) from such
transferring Investor, unless waived in writing by the Company, or (b) holds
Registrable Securities immediately prior to such transfer or assignment; provided, that in the case of
(a), (i) prior to such transfer or assignment, the Company is furnished with
written notice stating the name and address of such transferee or assignee and
identifying the securities with respect to which such registration rights are
being transferred or assigned, (ii) such transferee or assignee agrees in
writing to be bound by and subject to the terms and conditions of this Agreement
including, without limitation, the provisions of Section 1.9 hereof and (iii)
such transfer or assignment shall be effective only if immediately following
such transfer or assignment the further disposition of such securities by the
transferee or assignee is restricted under the Securities Act.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.           Covenants of the
Investors.

    


    2.1           Confidentiality.  Each
Investor receiving any non-public information of the Company hereby agrees to
hold in confidence and trust and to act in a fiduciary manner with respect to
all information so provided; provided, however, that notwithstanding
the foregoing, an Investor may include summary financial information concerning
the Company and general statements concerning the nature and progress of the
Company’s business in an Investor’s reports to its
affiliates.  Subsequent to the Closing, the Company shall not provide
Investor with any material non-public information regarding the Company, unless
Investor has entered into a confidentiality agreement governing the use and
disclosure of such information.

    


    3.           Legend.

    


    (a)           Each
certificate representing Shares of Common Stock held by the Investors and the
Placement Agent shall be endorsed with the following legend:

    


    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE ACT
OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THIS CERTIFICATE THAT AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE WITH
RESPECT TO SUCH TRANSFER. ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO COMPLIANCE
WITH APPLICABLE STATE SECURITIES LAWS.

    


    (b)           The
legend set forth above shall be removed, and the Company shall issue a
certificate without such legend to the transferee of the Shares represented
thereby, if, unless otherwise required by state securities laws, (i) such Shares
have been sold under an effective registration statement under the Securities
Act, (ii) such holder provides the Company with an opinion of counsel,
reasonably acceptable to the Company (which may be the Company’s regular outside
counsel), to the effect that sale, assignment or transfer of such Shares may be
made pursuant to an applicable exemption from the registration requirements of
the Securities Act or (iii) if an applicable exemption from the registration
requirements of the Securities Act permits the public resale of such Shares and
no opinion is required to remove such legend.

    


    4.           Miscellaneous.

    


    4.1           Governing
Law.  The parties hereby agree that any dispute which may arise
between them arising out of or in connection with this Agreement shall be
adjudicated only before a Federal court located in the State of Delaware and
they hereby submit to the exclusive jurisdiction of the federal and state courts
of the State of Delaware with respect to any action or legal proceeding
commenced by any party, and irrevocably waive any objection they now or
hereafter may have respecting the venue of any such action or proceeding brought
in such a court or respecting the fact that such court is an inconvenient forum,
relating to or arising out of this Agreement or any acts or omissions relating
to the registration of the securities hereunder, and consent to the service of
process in any such action or legal proceeding by means of registered or
certified mail, return receipt requested, in care of the address set forth below
or such other address as the undersigned shall furnish in writing to the other.
The parties further agree that in the event of any dispute, action, suit or
other proceeding arising out of or in connection with this Agreement, the successful party shall
be entitled to recover all of such party’s reasonable attorneys’ fees and costs
incurred in each and every action, suit or other proceeding, including any and
all appeals or petitions therefrom.

    


    4.2           Waivers and
Amendments. This Agreement may be terminated and any term of this
Agreement may be amended or waived (either generally or in a particular instance
and either retroactively or prospectively) with the written consent of the
Company and Investors holding at least a majority of the Registrable Securities
then outstanding (the “Majority
Investors”).  Notwithstanding the foregoing, additional parties
may be added as Investors under this Agreement, and the definition of
Registrable Securities expanded, with the written consent of the Company and the
Majority Investors.  No such amendment or waiver shall reduce the
aforesaid percentage of the Registrable Securities, the holders of which are
required to consent to any termination, amendment or waiver without the consent
of the record holders of all of the Registrable Securities. Any termination,
amendment or waiver effected in accordance with this Section 4.2 shall be
binding upon each holder of Registrable Securities then outstanding, each future
holder of all such Registrable Securities and the Company.

    


    4.3           Successors and
Assigns.  Except as otherwise expressly provided herein, the
provisions of this Agreement shall inure to the benefit of, and be binding upon,
the successors, assigns, heirs, executors and administrators of the parties
hereto.

    


    4.4           Entire
Agreement.  This Agreement constitutes the full and entire
understanding and agreement among the parties with regard to the subject matter
hereof, and no party shall be liable or bound to any other party in any manner
by any warranties, representations or covenants except as specifically set forth
herein.

    


    4.5           Notices.  All
notices and other communications required or permitted under this Agreement
shall be in writing and shall be delivered personally by hand or by overnight
courier, mailed by United States first-class mail, postage prepaid, sent by
facsimile or sent by electronic mail directed (a) if to an Investor, at such
Investor’s address, facsimile number or electronic mail address set forth in the
Company’s records, or at such other address, facsimile number or electronic mail
address as such Investor may designate by ten (10) days’ advance written notice
to the other parties hereto or (b) if to the Company, to its address, facsimile
number or electronic mail address set forth on its signature page to this
Agreement and directed to the attention of the Chief Executive Officer, or at
such other address, facsimile number or electronic mail address as the Company
may designate by ten (10) days’ advance written notice to the other parties
hereto.  All such notices and other communications shall be effective
or deemed given upon delivery, on the date that is three days following the date
of mailing, upon confirmation of facsimile transfer or upon confirmation of
electronic mail delivery.

    


    4.6           Interpretation.  The
words “include,” “includes” and “including” when used herein shall be deemed in
each case to be followed by the words “without limitation.”  The
titles and subtitles used in this Agreement are used for convenience only and
are not considered in construing or interpreting this Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.7           Severability. If one
or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision shall be excluded from this Agreement, and the
balance of the Agreement shall be interpreted as if such provision were so
excluded, and shall be enforceable in accordance with its terms.

    


    4.8           Independent Nature of
Investors’ Obligations and Rights. The obligations of each Investor
hereunder are several and not joint with the obligations of any other Investor
hereunder, and no Investor shall be responsible in any way for the performance
of the obligations of any other Investor hereunder. Nothing contained herein or
in any other agreement or document delivered at any closing, and no action taken
by any Investor pursuant hereto or thereto, shall be deemed to constitute the
Investors as a partnership, an association, a joint venture or any other kind of
entity, or create a presumption that the Investors are in any way acting in
concert with respect to such obligations or the transactions contemplated by
this Agreement. Each Investor shall be entitled to protect and enforce its
rights, including without limitation the rights arising out of this Agreement,
and it shall not be necessary for any other Investor to be joined as an
additional party in any proceeding for such purpose.

    


    4.9           Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
an original, but all of which together shall constitute one
instrument.

    


    4.10           Telecopy Execution and
Delivery. A facsimile, telecopy or other reproduction of this Agreement
may be executed by one or more parties hereto, and an executed copy of this
Agreement may be delivered by one or more parties hereto by facsimile or similar
electronic transmission device pursuant to which the signature of or on behalf
of such party can be seen, and such execution and delivery shall be considered
valid, binding and effective for all purposes.  At the request of any
party hereto, all parties hereto agree to execute an original of this Agreement
as well as any facsimile, telecopy or other reproduction hereof.

    


    IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer, as of the date, month and year first set forth
above.

    


    “Company”

    


    OMNIMMUNE
HOLDINGS, INC.

    


    


    By:________________________________

    Name:______________________________

    Title:_______________________________

    


    Address:                                                                 


    ___________________________________

    ___________________________________

    


    


    Fax:                                                                           


    


    


    


    [INVESTOR
COUNTERPART SIGNATURE PAGE FOLLOWS]

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [INVESTOR
COUNTERPART SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

    


    IN WITNESS WHEREOF, the undersigned
Investor has executed this Agreement as of the date, month and year that such
Investor became the owner of Registrable Securities.

    


    “Investor”

    


    ___________________________________

    


    


    By:________________________________

    Name:______________________________

    Title:_______________________________

    


    Address:

    ___________________________________

    


    ___________________________________

    


    ___________________________________

    


    Telephone:__________________________

    


    Facsimile:___________________________

    


    Email:______________________________

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Annex A

    


    Plan of
Distribution

    


    Each
Selling Stockholder (the “Selling
Stockholders”) of the common stock and any of their pledgees, assignees
and successors-in-interest may, from time to time, sell any or all of their
shares of common stock on the Over the Counter Bulletin Board or any other stock
exchange, market or trading facility on which the shares are traded or in
private transactions.  These sales may be at fixed or negotiated
prices.  A Selling Stockholder may use any one or more of the
following methods when selling shares:

     

    
      	
              ·  

            	
              ordinary
      brokerage transactions and transactions in which the broker-dealer
      solicits purchasers;

            


    

     

    
      	
              ·  

            	
              block
      trades in which the broker-dealer will attempt to sell the shares as agent
      but may position and resell a portion of the block as principal to
      facilitate the transaction;

            


    

     

    
      	
              ·  

            	
              purchases
      by a broker-dealer as principal and resale by the broker-dealer for its
      account;

            


    

     

    
      	
              ·  

            	
              an
      exchange distribution in accordance with the rules of the applicable
      exchange;

            


    

     

    
      	
              ·  

            	
              privately
      negotiated transactions;

            


    

     

    
      	
              ·  

            	
              settlement
      of short sales entered into after the effective date of the registration
      statement of which this prospectus is a
part;

            


    

     

    
      	
              ·  

            	
              broker-dealers
      may agree with the Selling Stockholders to sell a specified number of such
      shares at a stipulated price per
share;

            


    

     

    
      	
              ·  

            	
              through
      the writing or settlement of options or other hedging transactions,
      whether through an options exchange or
  otherwise;

            


    

     

    
      	
              ·  

            	
              a
      combination of any such methods of sale;
or

            


    

     

    
      	
              ·  

            	
              any
      other method permitted pursuant to applicable
  law.

            


    

     

    The
Selling Stockholders may also sell shares under Rule 144 under the Securities
Act of 1933, as amended (the “Securities Act”), if
available, rather than under this prospectus.

     

    Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from
the Selling Stockholders (or, if any broker-dealer acts as agent for the
purchaser of shares, from the purchaser) in amounts to be negotiated, but,
except as set forth in a supplement to this Prospectus, in the case of an agency
transaction not in excess of a customary brokerage commission in compliance with
NASDR Rule 2440; and in the case of a principal transaction a markup or markdown
in compliance with NASDR IM-2440.

     

    In
connection with the sale of the common stock or interests therein, the Selling
Stockholders may enter into hedging transactions with broker-dealers or other
financial institutions, which may in turn engage in short sales of the common
stock in the course of hedging the positions they assume.  To the
extent permitted by applicable law, the Selling Stockholders may also sell
shares of the common stock short and deliver these securities to close out their
short positions, or loan or pledge the common stock to broker-dealers that in
turn may sell these securities.  The Selling Stockholders may also
enter into option or other transactions with broker-dealers or other financial
institutions or the creation of one or more derivative securities which require
the delivery to such broker-dealer or other financial institution of shares
offered by this prospectus, which shares such broker-dealer or other financial
institution may resell pursuant to this prospectus (as supplemented or amended
to reflect such transaction).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
Selling Stockholders and any broker-dealers or agents that are involved in
selling the shares may be deemed to be “underwriters” within the meaning of the
Securities Act in connection with such sales.  In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.  Each Selling
Stockholder has informed the Company that it does not have any written or oral
agreement or understanding, directly or indirectly, with any person to
distribute the Common Stock. In no event shall any broker-dealer receive fees,
commissions and markups which, in the aggregate, would exceed eight percent
(8%).

     

    The
Company is required to pay certain fees and expenses incurred by the Company
incident to the registration of the shares.  The Company has agreed to
indemnify the Selling Stockholders against certain losses, claims, damages and
liabilities, including liabilities under the Securities Act.

     

    Because
Selling Stockholders may be deemed to be “underwriters” within the meaning of
the Securities Act, they will be subject to the prospectus delivery requirements
of the Securities Act including Rule 172 thereunder.  In addition, any
securities covered by this prospectus which qualify for sale pursuant to Rule
144 under the Securities Act may be sold under Rule 144 rather than under this
prospectus.  There is no underwriter or coordinating broker acting in
connection with the proposed sale of the resale shares by the Selling
Stockholders.

     

    We agreed
to use our commercially reasonable efforts to keep this prospectus effective
until the earlier of (i) the date that is 18 months after the final Closing Date
or (ii) the date as of which all of the shares either (a) have been sold to the
public either pursuant to this prospectus or Rule 144 under the Securities Act
or any other rule of similar effect, (b) have been sold in a private transaction
in which the transferor’s rights under the registration rights agreement, dated
as of [_____ __, 2008], among us and the Investors (as defined therein) are not
assigned, or (c) may be sold immediately without registration under the
Securities Act and without volume restrictions pursuant to Rule
144.  The resale shares will be sold only through registered or
licensed brokers or dealers if required under applicable state securities
laws.  In addition, in certain states, the resale shares may not be
sold unless they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification requirement is
available and is complied with.

     

    Under
applicable rules and regulations under the Exchange Act, any person engaged in
the distribution of the resale shares may not simultaneously engage in market
making activities with respect to the common stock for the applicable restricted
period, as defined in Regulation M, prior to the commencement of the
distribution.  In addition, the Selling Stockholders will be subject
to applicable provisions of the Exchange Act and the rules and regulations
thereunder, including Regulation M, which may limit the timing of purchases and
sales of shares of the common stock by the Selling Stockholders or any other
person. We will make copies of this prospectus available to the Selling
Stockholders and have informed them of the need to deliver a copy of this
prospectus to each purchaser at or prior to the time of the sale (including by
compliance with Rule 172 under the Securities Act).

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Annex B

    


    OMNIMMUNE
HOLDINGS, INC.

    


    Selling
Securityholder Notice and Questionnaire

     

    The
undersigned beneficial owner of common stock (the “Registrable
Securities”) of Omnimmune Holdings, Inc., a Delaware corporation (the
“Company”),
understands that the Company has filed or intends to file with the Securities
and Exchange Commission (the “Commission”) a
registration statement (the “Registration
Statement”) for the registration and resale under Rule 415 of the
Securities Act of 1933, as amended (the “Securities Act”), of
the Registrable Securities, in accordance with the terms of the Registration
Rights Agreement (the “Registration Rights
Agreement”) to which this document is annexed.  A copy of the
Registration Rights Agreement is available from the Company upon request at the
address set forth below.  All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Registration Rights
Agreement.

     

    Certain
legal consequences arise from being named as a selling securityholder in the
Registration Statement and the related prospectus.  Accordingly,
holders and beneficial owners of Registrable Securities are advised to consult
their own securities law counsel regarding the consequences of being named or
not being named as a selling securityholder in the Registration Statement and
the related prospectus.

     

    Pursuant
to the Registration Rights Agreement, the undersigned has agreed to indemnify
and hold harmless the Company, its directors, officers and employees and each
person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), from
and against certain claims and losses arising in connection with statements or
omissions concerning the undersigned made in the registration statement or the
related prospectus in reliance upon the information provided in this
Questionnaire.

     

    NOTICE

     

    The
undersigned beneficial owner (the “Selling
Securityholder”) of Registrable Securities hereby elects to include the
Registrable Securities owned by it in the Registration Statement.

     

    The
undersigned hereby provides the following information to the Company and
represents and warrants that such information is accurate:

     

    


    [Remainder
of page intentionally blank]

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    QUESTIONNAIRE

    


    1.           Name.

    


    
      	
               
      

            	
              (a)

            	
              Full
      Legal Name of Selling
Securityholder:

            


    

    


    
      	
               
      

            	
              (b)

            	
              Full
      Legal Name of Registered Holder (if not the same as 1(a) above) through
      which Registrable Securities are
held:

            


    

    


    
      	
               
      

            	
              (c)

            	
              Full
      Legal Name of Natural Control Person (which means a natural person who
      directly or indirectly alone or with others has power to vote or dispose
      of the securities covered by the
questionnaire):

            


    

    


    2.           Address
for Notices to Selling Securityholder:

    


    Telephone:                                                                                     
Fax:                                               


    


    Email:                                                                        


    


    3.           Broker-Dealer
Status:

    


    
      	
               
      

            	
              (a)

            	
              Are
      you a broker-dealer registered pursuant to Section 15 of the Exchange
      Act?

            


    

    


    Yes ______ No ______

    


    
      	
               
      

            	
              (b)

            	
              If
      your response to 3(a) above is “No,” are you an “affiliate” of a
      broker-dealer that is registered pursuant to Section 15 of the Exchange
      Act?

            


    

    


    Yes ______ No ______

    


    For
purposes of this Item 3(b), an “affiliate” of a registered broker-dealer
includes any company that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
such broker dealer.

    


    
      	
               
      

            	
              (c)

            	
              Did
      you acquire the securities to be registered in the ordinary course of
      business?

            


    

    


    Yes ______ No ______

    


    
      	
               
      

            	
              (d)

            	
              At
      the time of your purchase of the securities to be registered, did you have
      any agreements or understandings, directly or indirectly, with any person
      to distribute the securities?

            


    

    


    Yes ______ No ______

    


    If your
response to 3(d) above is yes, please describe such agreements or
understandings:

    


    
      	
               
      

            	
              (e)

            	
              Did
      you receive the securities to be registered as compensation for investment
      banking services or as investment
shares?

            


    

    


    Yes ______ No ______

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
4.           Beneficial
Ownership of Securities of the Company Owned by the Selling
Securityholder.

    


    Except
as set forth below in this Item 4, the undersigned is not the beneficial or
registered owner of any securities of the Company.

    


    
      	
               
      

            	
              (a)

            	
              Type
      and Amount of securities beneficially owned by the Selling
      Securityholder:

            


    

    


    Registrable
Securities:

     

    Other
securities:

     

    
      	
               
      

            	
              (b)

            	
              Please
      indicate the natural person who directly or indirectly alone or with
      others has power to vote or dispose of the securities of the Company held
      by the undersigned:

            


    

    


    
      	
               
      

            	
              (c)

            	
              Have
      you entered into any agreement that may affect your power to vote your
      securities or require you to dispose of any of your securities (e.g., a
      pledge, proxy, voting trust, option, warrant or similar
      agreement)?

            


    

    


    Yes ______ No ______

    


    If yes, please describe
below.

     

    5.           Relationships
with the Company:

    


    
      	
              (a)  

            	
              Except
      as set forth below, neither the undersigned nor any of its affiliates,
      officers, directors or principal equity holders (owners of 5% of more of
      the equity securities of the undersigned) has held any position or office
      or has had any other material relationship with the Company (or its
      predecessors or affiliates) since January 1,
  2005.

            


    

     

    
      	
              (b)  

            	
              Since
      January 1, 2005, have you, any member of your immediate family or any
      associate of yours, directly or indirectly, held a position or office with
      the Company or been a party to any transaction or series of similar
      transactions, or a party to any currently proposed transaction, with the
      Company or any of its subsidiaries in which the amount involved exceeded
      $120,000?

            


    

    


    Yes ______ No ______

    


    If yes, please describe
below.

     

    
      	
              (c)  

            	
              At
      any time since January 1, 2005, have you, any member of your immediate
      family or any associate of yours been indebted to the Company or any of
      its subsidiaries in an amount in excess of
  $120,000?

            


    

    


    Yes ______ No ______

    


    If yes, please describe
below.

    


    THE
ANSWERS TO THE ABOVE QUESTIONS ARE TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE,
AND CONSENT IS GIVEN BY THE UNDERSIGNED TO THE USE OF MY NAME (AND THE
INFORMATION CONCERNING SAME) IN THE REGISTRATION STATEMENT TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ACKNOWLEDGEMENTS:

    


    The
undersigned acknowledges its obligation to comply with the provisions of the
Exchange Act and the rules thereunder relating to stock manipulation,
particularly Regulation M thereunder (or any successor rules or regulations), to
the extent applicable, in connection with any offering of Company securities.
The undersigned agrees that neither it nor any person acting on its behalf will
engage in any transaction in violation of such provisions.

    


    The
undersigned agrees to promptly notify the Company of any inaccuracies or changes
in the information provided herein that may occur subsequent to the date hereof
at any time while the Registration Statement remains effective.

    


    By
signing below, the undersigned consents to the disclosure of the information
contained herein in its answers to the questions in this Notice and
Questionnaire and the inclusion of such information in the Registration
Statement and the related prospectus and any amendments or supplements thereto.
The undersigned understands that such information will be relied upon by the
Company in connection with the preparation or amendment of the Registration
Statement and the related prospectus.

    


    IN WITNESS WHEREOF the
undersigned has caused this Notice and Questionnaire to be executed and
delivered either in person or by its duly authorized agent.

    


    


    Dated:_________________
                           Beneficial
Owner:________________________

    


    By:                                                                                 


    Name:                                                            


    Title: