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IN WITNESS WHEREOF, the Buyers and the Company have caused this Securities
Purchase Agreement to be duly executed as of the date first written above.
COMPANY:
THE IMMUNE RESPONSE CORPORATION
By:
Name:
Title:
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EXHIBIT A
FORM OF INVESTOR REGISTRATION RIGHTS AGREEMENT
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EXHIBIT B
FORM OF ESCROW AGREEMENT
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EXHIBIT C
SECURITY AGREEMENT
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EXHIBIT D
PLEDGE AND ESCROW AGREEMENT
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EXHIBIT E
INSIDER PLEDGE AND ESCROW AGREEMENT
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EXHIBIT F
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
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SCHEDULE I
SCHEDULE OF BUYERS
Address/Facsimile
Amount of Name
Signature
Number of Buyer
Subscription
By: Yorkville
Cornell Capital Partners, LP
Advisors, LLC
101 Hudson Street - Suite 3700
$ 2,000,000
Its: General Partner
Jersey City, NJ 07303
Facsimile: (201) 985-8266
By:
Name: Mark Angelo
Its: Portfolio
Manager
With a copy to:
David Gonzalez, Esq.
101 Hudson Street - Suite 3700
Jersey City, NJ 07302
Facsimile: (201) 985-8266
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