Warrant issued by ImmunoCellular Therapeutics, Ltd. to Socius CG II, Ltd



 Exhibit 10.3 
 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.
NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. 
 IMMUNOCELLULAR THERAPEUTICS, LTD. 
 WARRANT TO
PURCHASE COMMON STOCK 
  

			
	Warrant No.: 2009-1	  	Issuance Date: December 3, 2009
		
	 Number of Warrant Shares: 27,000,000
 Initial Exercise Price: $1.04 per share
	  	

 ImmunoCellular Therapeutics, Ltd., a Delaware corporation
(“Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Socius CG II, Ltd., a Bermuda exempted company, the holder hereof or its designees or assigns
(“Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrant to
Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times after issuance and until 11:59 p.m. Eastern time on the fifth anniversary of the Tranche Notice Date applicable to that
Warrant Tranche (as defined below), subject to acceleration pursuant to Section 3.3 hereof, that number of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock set forth above and as adjusted herein (the
“Warrant Shares”). This Warrant may only be exercised from time to time for an Aggregate Exercise Price (as defined below) equal to 135% of the cumulative amount of Tranche Purchase Prices under Tranche Notices delivered prior to
the date of exercise. Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in ARTICLE 13 hereof. 
 This Warrant shall consist of tranches (the “Warrant Tranches”), with a separate tranche being created upon each delivery of a Tranche Notice. Each Warrant Tranche will cover the exercise
for a five-year period commencing on the Tranche Notice Date for the applicable Tranche Notice of a number of shares of Common Stock that will have an Aggregate Exercise Price (as defined below) equal to 135% of the Tranche Purchase Price for that
Tranche Notice.








 
This Warrant shall include a schedule (the “Warrant Tranche Schedule”) that sets forth the issuance date, number of Warrant Shares and Exercise Price for each Warrant Tranche. No
portion of this Warrant shall vest or be exercisable except under the Warrant Tranches. 
 ARTICLE 1 
 EXERCISE OF WARRANT. 
 1.1 Mechanics of Exercise. 
 1.1.1 Subject to the terms and conditions hereof, this Warrant may be
exercised by the Holder on any day on or after the Issuance Date, in whole or in part, by (i) delivery of a written notice to the Company, in the form attached hereto as Appendix 1 (the “Exercise Notice”), of the
Holder’s election to exercise this Warrant, and (ii) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate
Exercise Price”), with such payment made, at Investor’s option, (x) in cash or by wire transfer of immediately available funds, (y) by the issuance and delivery of a recourse promissory note substantially in the form attached
hereto as Appendix 2 (each, a “Recourse Note”), or (z) if applicable, by cashless exercise pursuant to Section 1.3. 
 1.1.2 The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the
Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. 
 1.1.3 On the Trading Day on which the Company has received each of the Exercise Notice and the Aggregate Exercise Price (the
“Exercise Delivery Documents”) from the Holder by 6:30 p.m. Eastern time, or on the next Trading Day if the Exercise Delivery Documents are received after 6:30 p.m. Eastern time or on a non-Trading Day (in each case, the
“Exercise Delivery Date”), the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder and an electronic copy of its share issuance instructions to the Holder
and to the Company’s transfer agent (the “Transfer Agent”), with such electronic transmissions to comply with the notice provisions contained in Section 6.2 of the Purchase Agreement, and shall instruct and
authorize the Transfer Agent to credit such aggregate number of freely-tradable Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with The Depository Trust Company
(DTC) through the Fast Automated Securities Transfer (FAST) Program through its Deposit Withdrawal Agent Commission (DWAC) system, with such credit to occur no later than 5:30 p.m. Eastern Time on the Trading Day following the Exercise Delivery
Date, time being of the essence. If the Warrant Shares are not timely credited as DWAC Shares by 12:00 p.m. Eastern Time on the Trading Day following the Exercise Delivery Date (and including the circumstance where the Warrant Shares are credited as
DWAC Shares by 5:30 p.m. Eastern Time on such Trading Day), then the Tranche Closing Date applicable to the Exercise Notice shall be extended by one Trading Day for each Trading Day that credit of DWAC Shares is not made by 12:00 p.m. 
  

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 1.1.4 Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed
for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account. Any Warrant
delivered in connection with a Tranche Notice and exercised by Holder shall be deemed exercised (i) on the Tranche Notice Date, if exercised by 6:30 p.m. Eastern time on the Tranche Notice Date, or (ii) on the next Trading Day, to the
extent exercised by Investor after 6:30 p.m. Eastern Time on the Tranche Notice Date or on any other date, in each case with Holder deemed to be a holder of record as of such date. 
 1.1.5 If this Warrant is submitted in connection with any exercise pursuant to this Section 1.1 and the number of Warrant
Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than one Trading Day after any exercise, and
at its own expense and its option, either (i) issue a new Warrant (in accordance with Section 6.4) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant,
less the number of Warrant Shares with respect to which this Warrant is exercised or (ii) make a suitable notation in the Warrant Tranche Schedule reflecting the revised number of Warrant Shares for which this Warrant is exercisable. No
fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be
payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. 
 1.2 Adjustments to
Exercise Price and Number of Shares. In addition to other adjustments specified herein, the Exercise Price of this Warrant and the number of shares of Common Stock issuable upon exercise of this Warrant shall be adjusted as follows:

 1.2.1 Exercise Price. The “Exercise Price” per share of Common Stock underlying this Warrant,
subject to further adjustment as provided herein, shall be as follows: (i) until the first Tranche Notice Date, the amount per Warrant Share set forth on the face of this Warrant, which is equal to Closing Bid Price for the Common Stock on the
Trading Day prior to the Effective Date, and (ii) with respect to the portion of this Warrant that becomes exercisable on any Tranche Notice Date (including the first Tranche Notice Date), an amount per Warrant Share equal to the Closing Bid
Price of a share of Common Stock on such Tranche Notice Date. 
 1.2.2 Number of Shares. The number of Warrant
Shares underlying each Warrant Tranche, subject to further adjustment as provided herein, shall be equal to the Tranche Purchase Price set forth in the Tranche Notice relating to that Warrant Tranche multiplied by 135%, with the resulting sum
divided by the Closing Bid Price of a share of Common Stock on the Tranche Notice Date. For example, if the Tranche Purchase Price is $1,000,000 and the Closing Bid Price is $0.50, then the number of Warrant Shares underlying that Warrant Tranche
shall be $1,000,000 x 135% = $1,350,000 divided by $0.50 – 2,700,000 shares of Common Stock. On each Tranche Notice Date, the number of Warrant Shares underlying the related Warrant Tranche shall vest and become exercisable, and the aggregate
number of Warrant Shares underlying this Warrant that are currently exercisable shall automatically adjust up or down to account for the change in the number of Warrant Shares covered by the new Warrant Tranche

  

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and for any Warrant Shares issued upon any prior or simultaneous exercise of this Warrant. The total number of Warrant Shares that may be issued upon all exercises of this Warrant shall not
exceed an aggregate of 27,000,000 shares (subject to adjustment as provided in ARTICLE 2). 
 1.3 Cashless
Exercise. Notwithstanding anything contained herein to the contrary, if at any time there is not a current, valid and effective registration statement covering the Warrant Shares that are the subject of the Exercise Notice (the
“Unavailable Warrant Shares”), the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment
of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): 
  

					
	Net Number =	 	(B-C) × A	 	
		 	B	 	

 For purposes of the foregoing formula: 
 A = the total number of shares with respect to which this Warrant is then being exercised. 
 B = the average of the Closing Sale Prices of the shares of Common Stock (as reported by Bloomberg) for the five (5) consecutive Trading
Days ending on the date immediately preceding the date of the Exercise Notice. 
 C = the Exercise Price then in effect for the
applicable Warrant Shares at the time of such exercise. 
 1.4 Company’s Failure to Timely Deliver
Securities. If the Company shall fail for any reason or for no reason to credit to the Holder’s balance account with DTC, by 5:30 p.m. Eastern time on the Trading Day following the Exercise Delivery Date, the number of shares of Common
Stock to which the Holder is entitled upon the Holder’s exercise of this Warrant, then, in addition to all other remedies available to the Holder, the Company shall pay in cash to the Holder on each day after such Trading Day that the issuance
of such shares of Common Stock is not timely effected an amount equal to 1.5% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis and to which the Holder is entitled and (B) the
Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 1.1. In addition to
the foregoing, if after the Company’s receipt of the facsimile copy of an Exercise Notice the Company shall fail to timely credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is
entitled upon the Holder’s exercise hereunder, and the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise
that the Holder anticipated receiving from the Company, then the Company shall, within one Trading Day after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the
Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the

  

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Company’s obligation to credit such Holder’s balance account with DTC for the number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise hereunder and to
issue such Warrant Shares shall terminate, or (ii) promptly honor its obligation to credit such Holder’s balance account with DTC for the number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise hereunder
and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock sold by Holder in satisfaction of its obligations, times (B) the Closing Bid Price on
the date of exercise. 
 1.5 Exercise Limitation. Notwithstanding any other provision, at no time may the Holder
(a) exercise this Warrant such that the number of Warrant Shares to be received pursuant to such exercise exceeds the lesser of 27,000,000 shares or 135.0% of the aggregate of all Tranche Purchase Prices under and in connection with all Tranche
Notices delivered pursuant to the Purchase Agreement prior to the date of exercise; or (b) exercise this Warrant such that the number of Warrant Shares to be received pursuant to such exercise, aggregated with all other shares of Common Stock
then owned by the Holder beneficially or deemed beneficially owned by the Holder, would result in the Holder owning more than 4.99% of all of such Common Stock as would be outstanding on the date of exercise, as determined in accordance with
Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. In addition, as of any date, the aggregate number of shares of Common Stock into which this Warrant is exercisable within 61 days, together with all other
shares of Common Stock then beneficially owned (as such term is defined in Rule 13(d) under the Exchange Act) by Holder and its affiliates, shall not exceed 9.99% of the total outstanding shares of Common Stock as of such date. 
 1.6 Activity Restrictions. For so long as Holder or any of its affiliates holds this Warrant or any Warrant Shares, neither
Holder nor any affiliate will: (i) vote any shares of Common Stock owned or controlled by it, solicit any proxies, or seek to advise or influence any Person with respect to any voting securities of the Company; (ii) engage or participate
in any actions, plans or proposals which relate to or would result in (a) acquiring additional securities of the Company, alone or together with any other Person, which would result in beneficially owning or controlling more than 9.99% of the
total outstanding Common Stock or other voting securities of the Company, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Company or any of its subsidiaries, (c) a sale or transfer of
a material amount of assets of the Company or any of its subsidiaries, (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board, (e) any material change in the present capitalization or dividend policy of the Company, (f) any other material change in the Company’s business or corporate structure, including but not limited to, if
the Company is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940, (g) changes in the
Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any Person, (h) causing a class of securities of the Company to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Company becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act, or (j) any action, intention, plan or arrangement similar to any of those enumerated above; or (iii) request the Company or its directors, officers, employees, agents or representatives to
amend or waive any provision of this Section 1.6. 
  

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 1.7 Disputes. In the case of a dispute as to the determination of the Exercise
Price or the arithmetic calculation of the Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance with Section 12. 
 1.8 Insufficient Authorized Shares. If at any time while any of the Warrant remains outstanding the Company does not have a
sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of the Warrant at least a number of shares of Common Stock equal to 110% of the number of shares of Common Stock as
shall from time to time be necessary to effect the exercise of Warrant to the extent it is then exercisable (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take
all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Warrant to the extent it is then exercisable. Without limiting the
generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 90 days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting
of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its
stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. 
 ARTICLE 2 
 ADJUSTMENT UPON SUBDIVISION OR
COMBINATION OF COMMON STOCK 
 If the Company at any time on or after the Issuance Date subdivides (by any stock split,
stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the
number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a
smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this ARTICLE 2 shall become
effective at the close of business on the date the subdivision or combination becomes effective. 
 ARTICLE 3 

PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS 
 3.1 Purchase Rights. In addition to any adjustments pursuant to ARTICLE 2 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase
stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,

  

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upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon
complete exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the
date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights. 
 3.2 Fundamental Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing all of the obligations of the Company
under this Warrant in accordance with the provisions of this Section 3.2 pursuant to written agreements in form and substance satisfactory to the Required Holders and approved by the Required Holders prior to such Fundamental
Transaction, including agreements to deliver to each holder of this Warrant in exchange for such Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant, including,
without limitation, an adjusted exercise price equal to the value for the shares of Common Stock reflected by the terms of such Fundamental Transaction, and exercisable for a corresponding number of shares of capital stock equivalent to the shares
of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and satisfactory to the Required Holders. Upon the occurrence of any
Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the
Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon
consummation of the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon exercise of this Warrant at any time after the consummation of the Fundamental Transaction, in lieu of the
shares of the Common Stock (or other securities, cash, assets or other property) purchasable upon the exercise of this Warrant prior to such Fundamental Transaction, such shares of stock, securities, cash, assets or any other property whatsoever
(including warrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Warrant been converted immediately prior to such Fundamental Transaction,
as adjusted in accordance with the provisions of this Warrant. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders of shares of Common Stock are
entitled to receive securities or other assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to insure that the Holder will thereafter have the right to
receive upon an exercise of this Warrant at any time after the consummation of the Fundamental Transaction, in lieu of the shares of the Common Stock (or other securities, cash, assets or other property) purchasable upon the exercise of this Warrant
prior to such Fundamental Transaction, such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the
happening of such Fundamental Transaction had this Warrant been exercised immediately prior to such Fundamental Transaction; provided, however, that in the event the Fundamental Transaction involves the issuance of cash or freely
tradable securities by an issuer listed on the New York

  

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Stock Exchange or the Nasdaq Stock Market, then the ability to exercise this Warrant shall expire on the consummation of that Fundamental Transaction. Provision made pursuant to the preceding
sentence shall be in a form and substance reasonably satisfactory to the Required Holders. The provisions of this Section 3.2 shall apply similarly and equally to successive Fundamental Transactions and Corporate Events and shall be
applied without regard to any limitations on the exercise of this Warrant. 
 3.3 Notwithstanding
Section 3.2, in the event of a Fundamental Transaction other than one in which the Successor Entity is a Public Successor Entity that assumes this Warrant such that this Warrant shall be exercisable for the publicly traded common stock
of such Public Successor Entity, at the request of the Holder delivered before the 90th day after the effective date of such Fundamental Transaction, the Company (or the Successor Entity) shall purchase this Warrant from the Holder by paying to the
Holder, within five (5) Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), cash in an amount equal to the value of the remaining unexercised portion of this Warrant on the date of such
consummation, which value shall be determined by use of the Black Scholes Option Pricing Model using a volatility equal to the 100 day average historical price volatility prior to the date of the public announcement of such Fundamental Transaction.

 ARTICLE 4 
 NONCIRCUMVENTION 
 The Company hereby covenants and agrees that the
Company will not, by amendment of its Certificate or Articles of Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the
Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take
all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as any of this Warrant
is outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of this Warrant to the extent then exercisable, 110% of the number of
shares of Common Stock as shall from time to time be necessary to effect the exercise of this Warrant to the extent then exercisable (without regard to any limitations on exercise). 
 ARTICLE 5 
 WARRANT HOLDER NOT DEEMED A
STOCKHOLDER 
 Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a
holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such
Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote,

  

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give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of
meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this
Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of
the Company. Notwithstanding this ARTICLE 5, the Company shall provide the Holder with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the
stockholders. 
 ARTICLE 6 
 REISSUANCE OF WARRANT 
 6.1 Transfer of Warrant. If
this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 6.4), registered as
the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less then the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in
accordance with Section 6.4), to the Holder representing the right to purchase the number of Warrant Shares not being transferred. 
 6.2 Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and, in
the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the
Holder a new Warrant (in accordance with Section 6.4), representing the right to purchase the Warrant Shares then underlying this Warrant. 
 6.3 Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Warrant or Warrants (in
accordance with Section 6.4), representing in the aggregate the right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant
Shares as is designated by the Holder at the time of such surrender; provided, however, that no Warrant for fractional shares of Common Stock shall be given. 
 6.4 Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant,
such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being
issued pursuant to Section 6.1 or Section 6.3, the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the other new Warrants issued in connection with such issuance,
does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same rights and
conditions as this Warrant. 
  

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 ARTICLE 7 
 NOTICES 
 Whenever notice is required to be given under this
Warrant, unless otherwise provided herein, such notice shall be given in accordance with Section 6.2 of the Purchase Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this
Warrant, including in reasonable detail a description of such action and the reason therefore. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately upon any adjustment of the
Exercise Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least fifteen days prior to the date on which the Company closes its books or takes a record (A) with respect to any
dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of shares of
Common Stock as such or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with
such notice being provided to the Holder. 
 ARTICLE 8 
 AMENDMENT AND WAIVER 
 Except as otherwise
provided herein, the provisions of this Warrant may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the
Required Holders; provided that except as set forth in this Warrant no such action may increase the exercise price of any Warrant or decrease the number of shares or class of stock obtainable upon exercise of any Warrant without the written consent
of the Holder. No such amendment shall be effective to the extent that it applies to less than all of the holders of this Warrant. 
 ARTICLE 9 
 GOVERNING LAW 
 This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other
jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. 
 ARTICLE
10 
 CONSTRUCTION; HEADINGS 
 This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any person as the drafter hereof. The headings of this Warrant are for convenience of
reference and shall not form part of, or affect the interpretation of, this Warrant. 
  

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 ARTICLE 11 
 DISPUTE RESOLUTION 
 In the case of a dispute
as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall submit the disputed determinations or arithmetic calculations via facsimile within 2 Trading Days of receipt of the Exercise Notice
giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within three Trading Days of such disputed
determination or arithmetic calculation being submitted to the Holder, then the Company shall, within 2 Trading Days submit via facsimile (a) the disputed determination of the Exercise Price or arithmetic calculation to an independent,
reputable investment bank or independent registered public accounting firm selected by Holder subject to Company’s approval, which may not be unreasonably withheld or delayed, or (b) the disputed arithmetic calculation of the Warrant
Shares to the Company’s independent registered public accounting firm. The Company shall cause at its expense the investment bank or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and
the Holder of the results no later than 3 Trading Days from the time it receives the disputed determinations or calculations. Such investment bank’s or accountant’s determination or calculation, as the case may be, shall be binding upon
all parties absent demonstrable error. 
 ARTICLE 12 
 REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF 
 The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant, at law or in equity (including a decree of specific performance and/or other
injunctive relief), and nothing herein shall limit the right of the Holder right to pursue actual damages for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be
entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required. 
 ARTICLE 13 
 DEFINITIONS 
 For purposes of this Warrant, in addition to the terms defined elsewhere herein, the
following terms shall have the following meanings: 
 13.1 “Bloomberg” means Bloomberg Financial
Markets. 
 13.2 “Closing Bid Price” and “Closing Sale Price” means, for any security
as of any date, the last closing bid price and last closing trade price, respectively, for such security on the Trading Market, as reported by Bloomberg, or, if the Trading Market begins to operate on an

  

 11 








 
extended hours basis and does not designate the closing bid price or the closing trade price, as the case may be, then the last bid price or last trade price, respectively, of such security prior
to 4:00 p.m., Eastern time, as reported by Bloomberg, or, if the Trading Market is not the principal securities exchange or trading market for such security, the last closing bid price or last trade price, respectively, of such security on the
principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of such security in the
over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask
prices, respectively, of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a
security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually determined by the Company and Holder. If the
Company and Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to ARTICLE 11. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock
combination or other similar transaction during the applicable calculation period. 
 13.3 “Common
Stock” means (i) the Company’s shares of Common Stock, par value $0.001 per share, and (ii) any share capital into which such Common Stock shall have been changed or any share capital resulting from a reclassification of such
Common Stock. 
 13.4 “Common Stock Deemed Outstanding” means, at any given time, the number of shares
of Common Stock actually outstanding at such time, plus the number of shares of Common Stock deemed to be outstanding pursuant to Section 3.1 hereof regardless of whether the Options or Convertible Securities are actually exercisable at
such time, but excluding any shares of Common Stock owned or held by or for the account of the Company or issuable upon exercise of this Warrant. 
 13.5 “Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock.

 13.6 “DWAC Shares” means all Warrant Shares issued or issuable to Holder or any Affiliate, successor
or assign of Holder pursuant to this Warrant, all of which shall be (a) issued in electronic form, (b) freely tradable and without restriction on resale, and (c) timely credited by Company to the specified Deposit/Withdrawal at
Custodian (DWAC) account with DTC under its Fast Automated Securities Transfer (FAST) Program or any similar program hereafter adopted by DTC performing substantially the same function, in accordance with instructions issued to and countersigned by
the Transfer Agent of the Company. 
 13.7 “Eligible Market” means the Trading Market, The New York
Stock Exchange, Inc., The NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital Market, the NYSE Amex or the OTC Bulletin Board, but does not include the Pink Sheets. 
 13.8 “Fundamental Transaction” has the meaning set forth in the Purchase Agreement. 
  

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 13.9 “Maximum Placement” has the meaning set forth in the Purchase
Agreement. 
 13.10 “Options” means any rights, warrants or options to subscribe for or purchase shares
of Common Stock or Convertible Securities. 
 13.11 “Parent Entity” of a Person means an entity that,
directly or indirectly, controls the applicable Person and whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent Entity with the
largest public market capitalization as of the date of consummation of the Fundamental Transaction. 
 13.12
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.

 13.13 “Public Successor Entity” means a Successor Entity that is a publicly traded corporation whose
stock is quoted or listed for trading on an Eligible Market. 
 13.14 “Purchase Agreement” means the
Preferred Stock Purchase Agreement dated December 3, 2009, by and among the Company and the investor referred to therein. 
 13.15 “Required Holders” means the Holders of this Warrant representing at least a majority of shares of Common Stock underlying this Warrant then outstanding. 
 13.16 “Successor Entity” means the Person (or, if so elected by the Required Holders, the Parent Entity) formed by,
resulting from or surviving any Fundamental Transaction or the Person (or, if so elected by the Required Holders, the Parent Entity) with which such Fundamental Transaction shall have been entered into. 
 13.17 “Trading Day” means any day on which the Common Stock is traded on an Eligible Market; provided that it shall
not include any day on which the Common Stock (a) is suspended from trading, or (b) is scheduled to trade on such exchange or market for less than 5 hours. 
 13.18 “Trading Market” means the OTC Bulletin Board, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market, the NYSE Amex, or the New York Stock
Exchange, whichever is at the time the principal trading exchange or market for the Common Stock, but does not include the Pink Sheets inter-dealer electronic quotation and trading system. 
 13.19 “Tranche Closing Date” has the meaning set forth in the Purchase Agreement. 
 13.20 “Tranche Notice” has the meaning set forth in the Purchase Agreement. 
 13.21 “Tranche Notice Date” has the meaning set forth in the Purchase Agreement. 
 13.22 “Tranche Purchase Price” has the meaning set forth in the Purchase Agreement. 
  

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 IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly
executed as of the Issuance Date set out above. 
  

			
	IMMUNOCELLULAR THERAPEUTICS, LTD.
		
	By:	 	 /s/ Manish Singh

	Name:	 	 Manish Singh, Ph.D.

	Title:	 	 President and CEO



  

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 APPENDIX 1 
 EXERCISE NOTICE 
 IMMUNOCELLULAR THERAPEUTICS, LTD.

 The undersigned hereby exercises the right to purchase
                             shares of Common Stock (“Warrant Shares”) of
ImmunoCellular Therapeutics, Ltd., a Delaware corporation (“Company”), evidenced by the attached Warrant to Purchase Common Stock (“Warrant”). Capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Warrant. The Holder intends that payment of the Exercise Price shall be made as: 
  

			
	        	  	Cash Exercise with respect to                      Warrant
Shares
		
	        	  	Cashless Exercise with respect to                      Warrant Shares

		
	        	  	Recourse Note Exercise with respect to                      Warrant
Shares

 Please issue 
  

			
	        	  	A certificate or certificates representing said shares of Common Stock in the name specified below
		
	        	  	Said shares in electronic form to the Deposit/Withdrawal at Custodian (DWAC) account with Depository Trust Company (DTC) specified below.

  

			
	  

		
	By:	 	  

	Name:	 	  

	Title:	 	  









 ACKNOWLEDGMENT 
 The Company hereby acknowledges the foregoing Exercise Notice and hereby directs
[                            ] to issue the above indicated number of shares of Common Stock as
specified above, in accordance with the Transfer Agent Instructions dated December 3, 2009 from the Company, and acknowledged and agreed to by the transfer agent. 
  

			
	IMMUNOCELLULAR THERAPEUTICS, LTD.
		
	By:	 	  

	Name:	 	  

	Title:	 	  










 APPENDIX 2 
 FORM OF NOTE 







 SECURED PROMISSORY NOTE 
  

			
	$[        ]	  	Date: [            ], 20[    ]

 FOR VALUE RECEIVED,
[                            ] (“Borrower”) promises to pay to the order of
ImmunoCellular Therapeutics, Ltd. (“Lender”), at [                    ], or at such other place as Lender may from time to
time designate in writing, the principal sum of $[        ], with interest, as follows: 
 1 Interest. The principal balance outstanding from time to time under this Secured Promissory Note (this “Note”), shall bear interest from and after the date hereof at the rate of 2.0% per year. Interest shall
be calculated on a simple interest basis and the number of days elapsed during the period for which interest is being calculated. Payments of interest will be due on each annual anniversary of the date of this Note; provided that Borrower will not
be in default hereunder for failure to make any annual interest payment when due (other than on the Maturity Date) and the amount of interest not paid when due shall be added to the principal balance of this Note and such amount will thereafter
accrue interest at the rate set forth above. 
 2 Payments. If not sooner paid, the entire unpaid principal balance,
interest thereon and any other charges due and payable under this Note shall be due and payable on the fourth anniversary of the date of this Note (“Maturity Date”); provided, however, that no payments on this Note
will be due or payable so long as either (a) Lender is in default under any preferred stock purchase agreement for Series A Preferred Stock with Borrower or any Warrant issued pursuant thereto, any loan agreement or other material agreement
entered into with Borrower, or (b) there are any shares of Series A Preferred Stock of Lender issued or outstanding (each, a “Non-Payment Event”). Upon the termination or cure of any Non-Payment Event, Borrower’s
obligation to pay amounts outstanding on this Note will immediately be reinstated. Borrower shall have the right to prepay all or any part of the principal balance of this Note at any time without penalty or premium. In the event that Lender redeems
all or a portion of any shares of Series A Preferred Stock then held by Borrower, the proceeds of any such redemption will be applied by Borrower to pay down the accrued interest and outstanding principal of this Note and Lender will be permitted to
offset the full amount of such proceeds against amounts outstanding under this Note. All payments on this Note shall be first applied to interest, then to reduce the outstanding principal balance hereof. 
 3 Full Recourse Note. THIS IS A FULL RECOURSE PROMISSORY NOTE. Accordingly, notwithstanding that Borrower’s obligations under
this Note are secured by the Collateral, in the event of a material default hereunder, Lender shall have full recourse to all the other assets of Borrower. Moreover, Lender shall not be required to proceed against or exhaust any Collateral, or to
pursue any Collateral in any particular order, before Lender pursues any other remedies against Borrower or against any of Borrower’s assets. 
  

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 4 Security 
 a. Pledge. As security for the due and prompt payment and performance of all payment obligations under this Note and any
modifications, replacements and extensions hereof (collectively, “Secured Obligations”), Borrower hereby pledges and grants a security interest to Lender in all of Borrower’s right, title, and interest in and to all of the
following, now owned or hereafter acquired or arising (together the “Collateral”): 
 i. Publicly listed
shares of common stock, preferred stock, bonds, notes and/or debentures that are freely tradeable (collectively, “Pledged Securities”) with a fair market value on the date hereof at least equal to the principal amount of this Note,
based upon the trading price of such securities on the OTC Bulletin Board, NASDAQ Capital Market, NASDAQ Global Market, NASDAQ Global Select Market, NYSE Amex, or New York Stock Exchange; 
 ii. all rights of Borrower with respect to or arising out of the Pledged Securities, including voting rights, and all equity and debt
securities and other property distributed or distributable with respect thereto as a result of merger, consolidation, dissolution, reorganization, recapitalization, stock split, stock dividend, reclassification, exchange, redemption, or other change
in capital structure; and 
 iii. all proceeds, replacements, substitutions, accessions and increases in any of the Collateral.

 b. Replacement Securities. So long as any Secured Obligations remain outstanding, in the event that Borrower sells or
disposes of any Pledged Securities, Borrower shall promptly provide replacement securities of equal or greater value than the Pledged Securities. 
 c. Rights With Respect to Distributions. So long as no default shall have occurred and be continuing under this Note, Borrower shall be entitled to receive any and all dividends and distributions
made with respect to the Pledged Securities and any other Collateral. However, upon the occurrence and during the continuance of any default, Lender shall have the sole right (unless otherwise agreed by Lender) to receive and retain dividends and
distributions and apply them to the outstanding balance of this Note or hold them as Collateral, at Lender’s election. 
 d. Voting Rights. So long as no default shall have occurred and be continuing under this Note, Borrower shall be entitled to exercise all voting rights pertaining to the Pledged Securities and any other Collateral. However, upon the
occurrence and during the continuance of any default, all rights of Borrower to exercise the voting rights that Borrower would otherwise be entitled to exercise with respect to the Collateral shall cease and (unless otherwise agreed by Lender) all
such rights shall thereupon become vested in Lender, which shall thereupon have the sole right to exercise such rights. 
 e.
Financing Statement; Further Assurances. Borrower agrees, concurrently with executing this Note, that Lender may file a UCC-1 financing statement relating to the Collateral in favor of Lender, and any similar financing statements in any
jurisdiction in which

  

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Lender reasonably determines such filing to be necessary. Borrower further agrees that at any time and from time to time Borrower shall promptly execute and deliver all further instruments and
documents that Lender may request in order to perfect and protect the security interest granted hereby, or to enable Lender to exercise and enforce its rights and remedies with respect to any Collateral following an event of default. In addition,
following an event of default, Borrower shall deliver the Collateral, including original certificates or other instruments representing the Pledged Securities, to Lender to hold as secured party, and Borrower shall, if requested by Lender, execute a
securities account control agreement. 
 f. Powers of Lender. Borrower hereby appoints Lender as Borrower’s true and
lawful attorney-in-fact to perform any and all of the following acts, which power is coupled with an interest, is irrevocable until the Secured Obligations are paid and performed in full, and may be exercised from time to time by Lender in its
discretion: To take any action and to execute any instrument which Lender may deem reasonably necessary or desirable to accomplish the purposes of this Section 4(f) and, more broadly, this Note including, without limitation: (i) to
exercise voting and consent rights with respect to Collateral in accordance with this Note, (ii) during the continuance of any default hereunder, to receive, endorse and collect all instruments or other forms of payment made payable to Borrower
representing any dividend, interest payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same, when and to the extent permitted by this Note, (iii) to perform or cause the performance
of any obligation of Borrower hereunder in Borrower’s name or otherwise, (iv) during the continuance of any default hereunder, to liquidate any Collateral pledged to Lender hereunder and to apply proceeds thereof to the payment of the
Secured Obligations or to place such proceeds into a cash collateral account or to transfer the Collateral into the name of Lender, all at Lender’s sole discretion, (v) to enter into any extension, reorganization or other agreement
relating to or affecting the Collateral, and, in connection therewith, to deposit or surrender control of the Collateral, (vi) to accept other property in exchange for the Collateral, (vii) to make any compromise or settlement Lender deems
desirable or proper, and (viii) to execute on Borrower’s behalf and in Borrower’s name any documents required in order to give Lender a continuing first lien upon the Collateral or any part thereof. 
 5 Additional Terms 
 a. No Waiver. The acceptance by Lender of payment of a portion of any installment when due or an entire installment but after it is due shall neither cure nor excuse the default caused by the failure of Borrower timely to pay the
whole of such installment and shall not constitute a waiver of Lender’s right to require full payment when due of any future or succeeding installments. 
 b. Default. Any one or more of the following shall constitute a “default” under this Note: (i) a default in the payment when due of any amount hereunder, (ii) Borrower’s
refusal to perform any material term, provision or covenant under this Note, (iii) the commencement of any liquidation, receivership, bankruptcy, assignment for the benefit of creditors or other debtor-relief proceeding by or against Borrower,
(iv) the transfer by Borrower of any Pledged Securities without being replaced by Pledged Securities in accordance with Section 4(b), and (iv) the levying of any attachment, execution or other process against Borrower,
the Collateral or any material portion thereof. 
  

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 c. Default Rights 
 i. Upon the occurrence of any payment default Lender may, at its election, declare the entire balance of principal and interest under this
Note immediately due and payable. A delay by Lender in exercising any right of acceleration after a default shall not constitute a waiver of the default or the right of acceleration or any other right or remedy for such default. The failure by
Lender to exercise any right of acceleration as a result of a default shall not constitute a waiver of the right of acceleration or any other right or remedy with respect to any other default, whenever occurring. 
 ii. Further, upon the occurrence of any material non-monetary default, following 15 days notice from Lender to Borrower specifying the
default and demanded manner of cure for any non-monetary default, Lender shall thereupon and thereafter have any and all of the rights and remedies to which a secured party is entitled after a default under the applicable Uniform Commercial Code, as
then in effect. In addition to Lender’s other rights and remedies, Borrower agrees that, upon the occurrence of default, Lender may in its sole discretion do or cause to be done any one or more of the following: 
 (a) Proceed to realize upon the Collateral or any portion thereof as provided by law, and without liability for any diminution in price
which may have occurred, sell the Collateral or any part thereof, in such manner, whether at any public or private sale, and whether in one lot as an entirety, or in separate portions, and for such price and other terms and conditions as is
commercially reasonable given the nature of the Collateral. 
 (b) If notice to Borrower is required, give written notice to
Borrower at least ten days before the date of sale of the Collateral or any portion thereof. 
 (c) Transfer all or any part of
the Collateral into Lender’s name or in the name of its nominee or nominees. 
 (d) Vote all or any part of the Collateral
(whether or not transferred into the name of Lender) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto, as though Lender were the outright owner thereof. 
 iii. Borrower acknowledges that all or part of foreclosure of the Collateral may be restricted by state or federal securities laws, Lender
may be unable to effect a public sale of all or part of the Collateral, that a public sale is or may be impractical and inappropriate and that, in the event of such restrictions, Lender thus may be compelled to resort to one or more private sales to
a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to its distribution or resale. Borrower agrees that if reasonably necessary Lender
may resort to one or more sales to a single purchaser or a restricted or limited group of purchasers. Lender shall not be obligated to make any sale or other disposition, unless the terms thereof shall be satisfactory to it. 
 iv. If, in the opinion of Lender based upon written advice of counsel, any consent, approval or authorization of any federal, state or
other governmental agency or

  

 4 








 
authority should be necessary to effectuate any sale or other disposition of any Collateral, Borrower shall execute all such applications and other instruments as may reasonably be required in
connection with securing any such consent, approval or authorization, and will otherwise use its commercially reasonable best efforts to secure the same. 
 v. The rights, privileges, powers and remedies of Lender shall be cumulative, and no single or partial exercise of any of them shall preclude the further or other exercise of any of them. Any waiver,
permit, consent or approval of any kind by Lender of any default hereunder, or any such waiver of any provisions or conditions hereof, must be in writing and shall be effective only to the extent set forth in writing. Any proceeds of any disposition
of the Collateral, or any part thereof, may be applied by Lender to the payment of expenses incurred by Lender in connection with the foregoing, and the balance of such proceeds shall be applied by Lender toward the payment of the Secured
Obligations. 
 d. No Oral Waivers or Modifications. No provision of this Note may be waived or modified orally, but only
in a writing signed by Lender and Borrower. 
 e. Attorney Fees. The prevailing party in any action by Lender to collect
any amounts due under this Note shall be entitled to recover its reasonable attorneys fees and costs. 
 f. Governing
Law. This Note has been executed and delivered in, and is to be construed, enforced, and governed according to the internal laws of, the State of New York without regard to its principles of conflict of laws that would require or permit the
application of the laws of any other jurisdiction. 
 g. Severability. Whenever possible, each provision of this Note
shall be interpreted in such manner as to be effective and valid under applicable law. However, if any provision of this Note shall be held to be prohibited by or invalid under applicable law, it shall be ineffective only to the extent of such
prohibition or invalidity without invalidating the remainder of that provision or the other provisions of this Note. 
 h.
Entire Agreement. This Note contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters. 
  

			
	  

		
	By:	 	  

	Name:	 	  

	Title:	 	  



  

 5