**EXHIBIT 10.35**

**EMPLOYMENT AGREEMENT**

This Employment Agreement (this“Agreement”) is made as of the 18th day of February, 2010, by and between ImmunoCellular Therapeutics, Ltd., a Delaware corporation (the “Corporation”), and Dr. Manish Singh (hereinafter called “Executive”).

W I T N E S S E T H: 

WHEREAS, the Corporation previously employed Executive as its President and Chief Executive Officer under an Employment Agreement dated as of February 18, 2009 (he “Prior Agreement”);

WHEREAS, the Corporation and Executive desire to amend certain provisions of the Prior Agreement; and 

WHEREAS, the Corporation desires to continue to employ Executive as its President and Chief Executive Officer under a new employmentpursuant to the terms of this Agreement, and Executive is willing to accept such employment on the terms and subject to the conditions hereinafter set forth; 

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows: 

1. Employment by Corporation. The Corporation hereby agrees to employ Executive to continue to perform the duties on behalf of the Corporation as the Corporation’s full-time President andChief Executive Officer of the Corporation. As President and Chief Executive Officer, Executive will report to the Corporation’s Chairman of the Board, and shall have such duties consistent with that of a President and Chief Executive Officerthat may from time to time be designated or assigned to Executive pursuant to the directives of the Corporation’s Board of Directors (the “Board”), including without limitation the overseeing and implementation of theCorporation’s business plan as adopted by the Board. Executive will perform his duties under this Agreement at the Corporation’s corporate headquarters in the metropolitan Los Angeles area, with such office currently located in theWoodland Hills, California area, or at such other location as shall be mutually agreed upon by the Corporation and Executive; and he will do such traveling as may be required of him in the performance of his duties as the President and ChiefExecutive Officer. The Corporation will use its commercially reasonable efforts to have Executive serve as a member of the Board during the term of this Agreement. 

2. Executive’s Acceptance of Employment. Executive hereby accepts such employment and agrees that throughout the period of his employment hereunder he will devote his full time, attention,knowledge and skills, faithfully, diligently and to the best of his ability, in furtherance of the business of the Corporation, and he will perform the duties assigned to him pursuant to Section 1 hereof, subject, at all times, to the directionand control of the Board. 

Executive shall at all times be subject to, observe and carry out such reasonable rules,regulations, policies, directions and restrictions as the Corporation shall from time to time establish. During the period of his employment by the Corporation, Executive agrees to be bound by the Corporation’s Code of Ethics and any amendmentsadopted thereto, copies of which Executive hereby acknowledges he has received and read, and Executive agrees that he shall not, without the prior written approval of the Board, directly or indirectly, accept employment or compensation from orperform services of any nature for, any business enterprise other than the Corporation, other than as explicitly set forth herein. 

3. Amendment to Prior Agreement. In consideration of Executive’s agreeing to enter into this Agreement, the Corporation and Executive agree that the Prior Agreement is hereby amended to provide that the milestones set forth inclauses (i), (ii) and (iii) of Section 4.2 of the Prior Agreement and clause (iii)(b) of Section 4.3 of the Prior Agreement may be satisfied by including the net proceeds received by the Corporation at any time prior toAugust 17, 2010 from (i) the Socius Capital Group financing or (ii) from any private placement financing that is covered by a signed term sheet that was entered into by the Corporation prior to February 18, 2010, or from anothersource at the same or better terms as contemplated in the signed term sheet. Any financing described in the preceding sentence shall be undertaken and the terms of such financing shall be at the discretion of the Board. For purposes of determiningwhether the $8,000,000 working capital requirement of the milestone set forth in clause (iii)(b) of Section 4.3 of the Prior Agreement has been satisfied, such working capital amount shall be calculated as of the date of theCorporation’s receipt of the proceeds that are being included to satisfy this milestone. Except as specifically set forth above, the February 17, 2010 deadline for achieving the milestones set forth in Section 4.2 and 4.3 of the PriorAgreement is not being modified or extended. The parties further acknowledge and agree that to the extent that any portion of the option granted to Executive under the Prior Agreement is determined to have not been granted under theCorporation’s 2006 Equity Incentive Plan (the “Plan”), the portion of the option not granted under the Plan shall be allocated to the portion of the option that is to vest under Section 4.3(iii)(b) of the Prior Agreement andshall upon vesting remain outstanding and have all of the other terms and conditions as the portion of the option granted under the Plan. 

4. Term. Executive shall be employed under this Agreement for a term of one year commencing on February 18, 2010 (the “Commencement Date”), and ending on February 17, 2011unless his employment is terminated prior thereto pursuant to the provisions hereof. The term of this Agreement may be extended for an additional year, if both the Corporation and Executive deliver a written extension notice to each other no laterthan the 60th calendar day prior to the expiration of the term of this Agreement. This Agreement shall automatically expire on February 17, 2011 and shall not be extended or renewed except in a writing signed by an authorized officer of theCorporation following approval by the Board. Executive hereby acknowledges and agrees that, except in the case of the Corporation and Executive agreeing in writing to extend the term of the Agreement beyond the expiration date of this Agreement, hisemployment by the Corporation, if any, beyond the expiration date of this Agreement shall be terminable by either party at will and shall not, under any circumstances, be deemed to expressly or impliedly renew the terms of this Agreement.

 

2 

5. Compensation/Benefits. 

5.1 The Corporation will pay to Executive as compensation for his services hereunder an initial base salary of $300,000 per annum, payable inequal biweekly installments. Provided that Executive continues to serve as the Corporation’s President and Chief Executive Officer for the entire one-year term of this Agreement, the Corporation shall pay Executive a discretionary cash bonus ofup to $50,000 upon completion of the one-year term. The Board of Directors of the Corporation shall annually review Executive’s performance and base salary to determine whether an increase in the amount thereof is warranted. Executiveacknowledges that he has been paid by the Corporation all amounts owing under the Prior Agreement through the date hereof. 

5.2 The Corporation shall grant the Executive on the date of the next Board meeting under the Corporation’s 2006 Equity Incentive Plan or a new qualified stock option plan of the Corporation (collectively, the “Plan”), astock option (the “Option”) to purchase 600,000 shares of the Corporation’s common stock (“Common Stock”) having an exercise price per share equal to the closing market price on the date of grant and having a term of sevenyears from the date of grant. The Option shall be an incentive stock option to the maximum extent that is legally permitted. This option grant shall be subject to approval by the Company’s shareholders of an increase in the authorized number ofshares under the Plan and an increase in the number of shares that can be granted to any individual under the Plan during any twelve-month period. The option shall vest (i) as to 360,000 shares in twelve equal monthly installments of30,000 shares each over the twelve month period from and immediately following the grant date; (ii) as to 30,000 shares if the Corporation achieves during term of this Agreement a volume weighted average trading price for the Common Stock ofgreater than $1.60 for any 15 consecutive trading day period during the term of this Agreement on average daily trading volume of at least 20,000 shares; (iii) as to 90,000 shares if the Corporation achieves during term of this Agreement avolume weighted average trading price for the Common Stock of greater than $2.00 for any 15 consecutive trading day period during the term of this Agreement on average daily trading volume of at least 20,000 shares, (iv) as to 30,000 shares fortreating the first patient in a phase II clinical trial and (v) as to 90,000 shares if during the term of this Agreement the Corporation completes a financing, a strategic alliance or licensing agreement with upfront licensing payments to theCorporation or a merger or acquisition (each of these a “Liquidity Event”) that generates at least $5,000,000 of net proceeds (after commissions) for the Corporation beyond the $10,000,000 achieved by August 17, 2010 (the merger oracquisition proceeds for purposes of this Section 5.2 to be calculated based on the value of the net proceeds (after commissions) received or paid by the Corporation). Any Liquidity Event shall be undertaken and the terms of any Liquidity Eventshall be at the discretion of the Board. Any financing proceeds received by the Corporation during the first six months of the term of this Agreement that are used to satisfy the milestones under the Prior Agreement as described in Section 3hereof shall not be included as proceeds to satisfy the milestones set forth in this Section 5.2 hereof. 

The Option willbe exercisable within the seven year term of the option during the period that Executive provides services to the Corporation and for 24 months after termination for any reason except termination for cause by the Corporation, provided that suchexercise is effected within the seven-year term of the option. In the event of a Corporate Transaction (as

 

3 

such term is defined in the Plan), vesting of the Option (and any other options granted to Executive) shall be governed by the provisions contained in the Corporation’s standard stock optionagreement under the Plan for the Corporation’s officers and directors, except that the portion of the Option that is to vest in monthly installments will fully vest if the Corporation is not the surviving entity in the Corporate Transaction.The Option will have such other terms and conditions as are included in the Corporation’s standard stock option agreement under the Plan. If the term of this Agreement is extended beyond February 17, 2011, or if Executive’s employmenthereunder continues at-will beyond February 17, 2011, the Board of Directors of the Corporation shall review the aggregate number of stock options granted to the Executive promptly following such date (and thereafter not less frequently thanannually) in order to determine whether an increase in the number thereof is warranted. Any such option shall have substantially the same terms and conditions as the Option contemplated hereunder. Within 30 days following the grant of the Option toExecutive, the Corporation shall file with the U.S. Securities and Exchange Commission a registration statement on Form S-8 covering the shares of the Corporation’s common stock issuable pursuant to any options issued to Executive andthen-outstanding, to the extent the shares so issuable are not covered by an existing Form S-8 registration statement. 

In theevent some or all of the shares covered by the Option must be cancelled as a result of the Corporation’s shareholders failing to approve the necessary amendments to the Plan to permit the grant of the Option in full, the Corporation shall berequired to grant to Executive options outside of the Plan or issue Executive restricted common stock of the Corporation having a Black-Scholes value (and such vesting and other terms and conditions as set forth in the Option) equal to theBlack-Scholes value of the shares on the date of the option grant covered by the Option that are required to be cancelled. 

6.Business Expenses. The Corporation will promptly reimburse Executive for all business expenses incurred by Executive in connection with the business of the Corporation in accordance with the Corporation’s policy regarding the nature andamount of expenses and the maintenance and submission of receipts and records necessary for the Corporation to document them as proper business expenses. 

7. Vacation. In addition to holidays observed by the Corporation, Executive shall be entitled to paid vacation of three weeks per year or such greater amount of vacation as is approved by theChairman of the Board. Any such vacations are to be taken at times mutually agreeable to Executive and the Chairman of the Board. Executive shall not be entitled to accrue more than six weeks of accrued vacation time at any given time. In the eventthat Executive has accrued the maximum of six weeks accrued and unused vacation time, Executive shall cease accruing further vacation time until such time as Executive’s accrued and unused vacation time is less than such maximum amount.

8. Benefits. Executive shall be entitled to all rights and benefits for which he shall be eligible under any benefitor other plans (including, without limitation, dental, medical, medical reimbursement and hospital plans, pension plans, employee stock purchase plans, profit sharing plans, bonus plans and other so-called “fringe” benefits) as theCorporation shall make available to its executive officers from time to time. 

 

4 

Executive will be offered participation in a 401K plan and the Corporation will make aminimum match of base salary to meet the safe harbor provisions of the Internal Revenue Service (but not to exceed 3-4% of base salary). 

9. Termination. 

9.1 In addition to all other rights and remedies which theparties may have under applicable law, the Corporation may terminate this Agreement and the services of Executive, effective upon the occurrence of any of the following events, any of which shall constitute a termination for “cause” underthis Agreement: (i) a failure by Executive to perform any of his material obligations under this Agreement; (ii) the death of Executive or his disability resulting in his inability to perform his reasonable duties assigned hereunder for aperiod of three consecutive months; (iii) Executive’s theft, dishonesty, or falsification of any Corporation documents or records; (iv) Executive’s improper use or disclosure of the Corporation’s confidential or proprietaryinformation; or (v) Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act which impairs Executive’s ability to perform his or her duties hereunder or which in the Board’s judgment maymaterially damage the business or reputation of the Corporation; provided, however, that prior to termination for cause arising under clause (i), Executive shall have a period of ten days after written notice from Corporation to cure the event orgrounds constituting such cause. Any notice of termination provided by Corporation to Executive under this Section 9 shall identify the events or conduct constituting the grounds for termination with sufficient specificity so as to enableExecutive to take steps to cure the same if such default is a failure by Executive to perform any of his material obligations under this Agreement. In the event Corporation terminates Executive for cause, (i) Executive shall be entitled as ofthe termination date to no further base salary other than such portion of Executive’s base salary as shall have accrued but remain unpaid as of the termination date, which shall be due immediately upon termination, (ii) Executive shall beentitled to receive payment of any earned but unpaid bonus, as well as any expense reimbursement amounts owed by the Corporation to the Executive through the date of termination and (iii) any then unexercised but outstanding stock optionsgranted to Executive shall be cancelled. The Corporation shall have no further obligations to Executive under this Agreement. 

9.2 The Corporation may terminate Executive without cause upon 60 days written notice delivered to Executive. In the event the Corporation terminates Executive’s employment without cause (including a failure by the Corporation upon theexpiration of the original term of this Agreement to extend the term of Executive’s employment for an additional one year beginning February 18, 2011), all of the following will apply: (i) immediately upon termination, the Corporationwill pay to Executive any base salary as shall have accrued but remain unpaid as of the termination date, any earned but unpaid bonus and any expense reimbursement amounts owed by the Corporation to the Executive through the date of termination;(ii) immediately upon termination, the Corporation will pay to Executive severance compensation in a lump sum cash payment equal to Executive’s then effective base salary for a period of six (6) months; (iii) any stock optionsgranted to Executive, to the extent vested, will be retained by the Executive and will be exercisable as detailed in Section 5.3 hereof, the Plan and related stock option agreement (which shall reflect the terms set forth in Section 5.3hereof); and (iv) the vesting of an

 

5 

additional number of shares subject to all options granted to Executive equal to 50% of all such shares subject to such options that have not already vested shall immediately accelerate andbecome fully vested and exercisable by Executive and will continue to be exercisable as provided in Section 5.3 hereof, the Plan and related stock option agreement (which shall reflect the terms set forth in Section 5.3 hereof).

9.3 Executive may terminate Executive’s employment at will (without “Good Reason” as defined below) by giving60 days’ prior written notice to Corporation. Executive shall be entitled to (i) all base salary up to and through the 60-day period after Executive’s notice of termination is given to Corporation, any earned but unpaid bonus and anyexpense reimbursement amounts owed by the Corporation to the Executive through the date of termination and (ii) any stock options, to the extent vested, may be retained by Executive and will be exercisable as detailed in Section 5.3hereof, the Plan and applicable stock option agreement (which shall reflect the terms set forth in Section 5.3 hereof). Executive has the right to terminate Executive’s employment for “Good Reason” due to, and within a reasonableperiod of time following, the occurrence of any of the following: (i) Corporation’s requirement that Executive’s principal place of work relocate more than 50 miles from its location as of the Commencement Date without the writtenconsent of Executive to such relocation, (ii) a material adverse change in Executive’s duties and responsibilities; (iii) any failure by Corporation to pay, or any material reduction by Corporation of, the base salary or any failureby Corporation to pay any incentive compensation to which Executive may be entitled pursuant to Section 5 hereof; or (iv) Corporation creates a work environment designed to constructively terminate Executive or to unlawfully harass orretaliate against Executive In the event that Executive terminates his employment for Good Reason, all of the following will apply: (A) within five days after the termination date, Corporation will pay to Executive any base salary as shall haveaccrued but remain unpaid as of the termination date, any earned but unpaid bonus and any expense reimbursement amounts owed by the Corporation to the Executive through the date of termination; (B) within five days after the termination date,Corporation will pay to Executive severance compensation in a lump sum cash payment equal to Executive’s base salary then in effect equal to six (6) months; (C) any stock options granted to Executive, to the extent vested, will beretained by the Executive and will be exercisable as detailed in Section 5.3 hereof, the Plan and related stock option agreement (which shall reflect the terms set forth in Section 5.3 hereof); and (D) the vesting of an additionalnumber of shares subject to all options granted to Executive equal to 50% of all such shares (or 100% of all such shares if the Corporation is not the surviving entity in a Corporate Transaction) subject to such options that vest monthly but havenot already vested shall immediately accelerate and become fully vested and exercisable by Executive and will continue to be exercisable as provided in Section 5.3 hereof, the Plan and related stock option agreement (which shall reflect theterms set forth in Section 5.3 hereof). 

10. Indemnity. Executive warrants and represents that he has full powerand authority to enter into and perform this Agreement and that his performance of this Agreement will not violate the provisions of any other agreement to which he is a party. The Corporation agrees to indemnify and hold Executive harmless from andagainst any and all claims, demands, causes of action, losses, damages, liability, costs and expenses, including attorneys fees arising out of his services hereunder, other than those arising from or

 

6 

attributable to or resulting from his gross negligence or willful misconduct. The Corporation will name Executive as an officer on any policy of directors and officers liability insurance itsecures throughout the term of this Agreement. 

11. Non-Competition. In consideration of the Corporation’sentering into this Agreement: 

11.1 Executive agrees that during the term of this Agreement he will not directly or indirectlyown, manage, operate, join, control, participate in, perform any services for, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, consultant, partner, investor or otherwise, any business entity whichis engaged in any business in which the Corporation is currently engaged or is engaged at the termination of this Agreement without an approval from the Board. Nothing herein contained shall be deemed to prohibit (i) Executive from maintainingany investments in, and the holding of any securities of, any company to the extent such investments were made or such securities held by Executive prior to the Commencement Date or (ii) investing his funds in securities of a company if thesecurities of such company are listed for trading on a national securities exchange or traded in the over the counter market and Executive’s holdings therein represent less than 5% of the total number of shares or principal amount of othersecurities of such company outstanding. 

11.2 Executive agrees that Executive will not, during the term hereof or prior to theexpiration of one year following the termination of the Executive’s employment for any reason, without the written consent of the Corporation, directly or indirectly, by action alone or in concert with others, solicit for employment orengagement, or advise or recommend to any other person or entity that such person or entity solicit for employment or engagement, any person or entity employed or engaged by the Corporation. 

12. Confidentiality Agreement. 

12.1 As used herein, the term “Confidential Information” shall mean the any and all information of the Corporation, including, but not limited to, all data, compilations, programs, devices,strategies, or methods concerning or related to (i) the Corporation’s finances, financial condition, results of operations, employee relations, amounts of compensation paid to officers and employees and any other data or informationrelating to the internal affairs of the Corporation and its operations; (ii) the terms and conditions (including prices) of sales and offers of sales of the Corporation’s products and services; (iii) the terms, conditions and currentstatus of the Corporation’s agreements and relationship with any customer or supplier; (iv) the customer and supplier lists and the identities and business preferences of the Corporation’s actual and prospective customers andsuppliers or any employee or agent thereof with whom the Corporation communicates; (v) the trade secrets, manufacturing and operating techniques, price data, costs, methods, systems, plans, procedures, formulas, processes, hardware, software,machines, inventions, designs, drawings, artwork, blueprints, specifications, tools, skills, ideas, and strategic plans possessed, developed, accumulated or acquired by the Corporation; (vi) any communications between the Corporation, itsofficers, directors, shareholders, or employees, and any attorney retained by the Corporation for any purpose, or any person retained or employed by such attorney for

 

7 

the purpose of assisting such attorney in his or her representation of the Corporation; (vii) any other non-public information and knowledge with respect to the Corporation’s products,whether developed or in any stage of development by the Corporation; (viii) the abilities and specialized training or experience of others who as employees or consultants of the Corporation during the Executive’s employment have engaged inthe design or development of any such products; and (ix) any other matter or thing, whether or not recorded on any medium, (a) by which the Corporation derives actual or potential economic value from such matter or thing being notgenerally known to other persons or entities who might obtain economic value from its disclosure or use, or (b) which gives the Corporation an opportunity to obtain an advantage over its competitors who do not know or use the same. 

12.2 Executive acknowledges and agrees that the Corporation is engaged in a highly competitive business and has expended, or will expend,significant sums of money and has invested, or will invest, a substantial amount of time to develop and maintain the secrecy of the Confidential Information. The Corporation has thus obtained, or will obtain, a valuable economic asset which hasenabled, or will enable, it to develop an extensive reputation and to establish long-term business relationships with its suppliers and customers. If such Confidential Information were disclosed to another person or entity or used for the benefit ofanyone other than the Corporation, the Corporation would suffer irreparable harm, loss and damage. Accordingly, Executive acknowledges and agrees that, unless the Confidential Information was (a) in the public domain or becomes publicly knownthrough legitimate origins not involving an act or omission by Executive, (b) was in Executive’s possession free of any obligation of confidence at or subsequent to the time such Confidential Information was communicated to Executive;(c) was developed by Executive prior to the date of this Agreement or after the expiration of the term of this Agreement independently of and without reference to any Confidential Information; (c) was known to Executive at the time ofdisclosure; or (v) was approved for release by written authorization of the Corporation, then: 

(i) the ConfidentialInformation is, and at all times hereafter shall remain, the sole property of the Corporation; 

(ii) Executive shall use hisbest efforts and the utmost diligence to guard and protect the Confidential Information from disclosure to any competitor, customer or supplier of the Corporation or any other person, firm, corporation or other entity; and 

(iii) unless the Corporation gives Executive prior express written permission, during his employment and thereafter, Executive shall notuse for his own benefit, or divulge to any competitor or customer or any other person, firm, corporation, or other entity, any of the Confidential Information which Executive may obtain, learn about, develop or be entrusted with as a result ofExecutive’s employment by the Corporation. 

12.3 Executive also acknowledges and agrees that all documentary and tangibleConfidential Information including, without limitation, such Confidential Information as Executive has committed to memory, is supplied or made available by the Corporation to the Executive solely to assist him in performing his services under thisAgreement. Executive further agrees that after his employment with the Corporation is terminated for any reason: 

(i)Executive shall not remove from the property of the Corporation and shall immediately return to the Corporation, all documentary or tangible Confidential Information in his possession, custody, or control and not make or keep any copies, notes,abstracts, summaries or other record of any type of Confidential Information; and 

 

8 

(ii) Executive shall immediately return to the Corporation any and all other property ofthe Corporation in his possession, custody or control, including, without limitation, any and all keys, security cards, passes, credit cards and marketing literature. 

13. Invention Disclosure. Executive agrees to disclose to the Corporation promptly and fully all ideas, inventions, discoveries, developments or improvements (“Inventions”) that may bemade, conceived, created or developed by him (whether such Inventions are developed solely by him or jointly with others) during his employment by the Corporation which either (i) in any way is connected with or related to the actual orcontemplated business, work, research or undertakings of the Corporation or (ii) results from or is suggested by any task, project or work that he may do for, in connection with, or on behalf of the Corporation. Notwithstanding the foregoing,this Section 13 shall not apply to any Inventions that meet all of the following requirements: (a) do not relate, at the time of conception, reduction to practice, creation, derivation, development or making of such Invention to theCorporation’s business or actual or demonstrably anticipated research, development or business; and (b) were developed entirely on Executive’s own time; and (c) were developed without use of any of the Corporation’sequipment, supplies, facilities or trade secret information; and (d) did not result from any work Executive performed for the Corporation. Executive agrees that such Inventions shall become the sole and exclusive property of the Corporation andExecutive hereby assigns to the Corporation all of his rights to any such Inventions. With respect to Inventions, Executive shall during the period of his employment hereunder and at any time and from time to time hereafter (a) execute alldocuments requested by the Corporation for vesting in the Corporation the entire right, title and interest in and to the same, (b) execute all documents requested by the Corporation for filing and prosecuting such applications for patents,trademarks and/or copyrights as the Corporation, in its sole discretion, may desire to prosecute, and (c) give the Corporation all assistance it reasonably requires, including the giving of testimony in any suit, action or proceeding, in orderto obtain, maintain and protect the Corporation’s right therein and thereto. If any such assistance is required following the termination of Executive’s employment with the Corporation, the Corporation shall reimburse Executive for hislost wages or salary and the reasonable expenses incurred by him in rendering such assistance. 

14. Remedies. Executiveacknowledges and agrees that the business of the Corporation is highly competitive and that the provisions of Sections 11, 12 and 13 are reasonable and necessary for the protection of the Corporation and that any violation of such covenants wouldcause immediate, immeasurable and irreparable harm, loss and damage to the Corporation not adequately compensable by a monetary award. Accordingly, the Executive agrees, without limiting any of the other remedies available to the Corporation, that

 

9 

any violation of said covenants, or any one of them, may be enjoined or restrained by any court of competent jurisdiction, and that any temporary restraining order or emergency, preliminary orfinal injunctions may be issued by any court of competent jurisdiction, without notice and without bond. 

15.Attorneys’ Fees and Costs. In any action between the parties based on this Agreement, the prevailing party shall be entitled to recovery of reasonable attorneys’ fees and out-of-pocket costs incurred by such party in the action.

16. Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to thematters set forth herein and no amendment or modification hereof shall be valid or binding unless made in writing and signed by both parties hereto. 

17. Notices. Any notice, required, permitted or desired to be given pursuant to any of the provisions of this Agreement shall be deemed to have been sufficiently given or served for all purposes ifdelivered in person or sent by certified mail, return receipt requested, postage and fees prepaid as follows: 

if to theCorporation, at: 

ImmunoCellular Therapeutics, Ltd. 

21900 Burbank Boulevard, 3rd Floor 

Woodland Hills, CA 91367 

with a copy to: 

TroyGould PC 

1801 Century Park East, Suite 1600 

Los Angeles, California 90067 

Attention: Sanford J. Hillsberg 

and, if to Executive: 

Dr. Manish Singh 

23526 Dolorosa Street 

Woodland Hills, California 91367 

Either of the parties hereto may at any time and from time to time change theaddress to which notice shall be sent hereunder by notice to the other party given as provided herein. The date of the giving of any notice hereunder shall be the date delivered or if sent by mail, shall be the date of the posting of the mail.

18. Non Assignability. Neither this Agreement nor the right to receive any payments hereunder may be assigned byExecutive. This Agreement shall be binding upon Executive and inure to the benefit of his heirs, executors and administrators and be binding upon the Corporation and inure to the benefit of its successors and assigns. 

 

10 

19. Choice of Law And Forum. This Agreement shall be governed, interpreted andconstrued under the laws of the State of California without regard to its conflict of law principles. In the event of any dispute under this Agreement, such dispute shall be resolved by binding arbitration with JAMS/ENDISPUTE in Los Angeles,California. The arbitrator shall be a retired judge with at least five years of experience on the bench. This provision shall not be interpreted so as to require arbitration of claims that the state and/or Federal courts of California have ruled maynot be the subjects of compelled arbitration in employment matters, nor shall it be interpreted so as to restrict any remedy, right of appeal or discovery device available to either party in a manner that violates the rulings of the state and/orFederal courts of California with respect to employment-related arbitration. This provision shall not be interpreted so as to preclude the making of reports to governmental offices, or to preclude either party from seeking injunctive or provisionalrelief in a court of appropriate jurisdiction under such circumstances as may merit such relief. 

20. Waiver. No courseof dealing nor any delay on the part of any party in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach of this Agreement shall be deemed a continuing waiver or a waiver of any otherbreach or default. 

21. Severability. If any provision of this Agreement, including any paragraph, sentence, clause orpart thereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions of such paragraph, sentence, clause or part thereof shall not be affected, but shall, subject tothe discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render thesame valid and enforceable. 

22. Section 409A. If Executive becomes eligible for payments under this Agreement onaccount of his “separation from service,” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”) and Executive is a “specified employee” within the meaning ofSection 409A of the Code, as determined by Corporation, any portion of the payments that either do not qualify under the “short-term deferral rule” or exceed two times the lesser of (A) Executive’s “annualizedcompensation” for the calendar year preceding Executive’s separation from service (in each case, as those terms are defined under Section 409A of the Code), or (B) the maximum amount that may be taken into account underSection 401(a)(17) of the Code for the year in which Executive’s separation from service occurs, and which are not otherwise exempt from Section 409A of the Code, shall be accrued, without interest, and its payment delayed until thefirst day of the seventh month following Executive’s separation from service, or if earlier, Executive’s death, at which point the accrued amount will be paid in a single, lump sum cash payment. Furthermore, Corporation shall not berequired to make, and Executive shall not be required to receive, any severance or other payment or benefit under this Agreement at such time as the making of such payment or the provision of such benefit or the receipt thereof shall result in a taxto Executive arising under Section 409A of the Code. The preceding provisions, however, shall not be construed as a guarantee by the Corporation of any particular tax effect to Executive under this Agreement. The parties agree that for purposesof Section 409A of the Code, the severance amounts payable under this Agreement shall be treated as a right to a series of

 

11 

separate payments. This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Code. This Agreement shall be administered, interpreted and construed in amanner consistent with Section 409A of the Code. The Corporation and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisionsof Section 409A of the Code. 

23. Survival at Termination. The termination of Executive’s employmenthereunder by expiration of the term of this Agreement or otherwise shall not affect his obligations to the Corporation hereunder which by the nature thereof are intended to survive any such termination including, without limitation, Executive’sobligations under Sections 11, 12, 13, 14 and 22 hereof. 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement tobe duly executed as of the date first above set forth. 

 
IMMUNOCELLULAR THERAPEUTICS, LTD.   EXECUTIVE:By: 
/s/ C. Kirk Peacock
   
/s/ Manish Singh
 C. Kirk Peacock   Dr. Manish SinghIts: Chief Financial Officer   
 

12