ACHIEVE THE SAME OR SUBSTANTIALLY THE SAME RESULT AS THAT
CONTEMPLATED BY SUCH TERM, PROVISION, COVENANT OR RESTRICTION.
IT IS HEREBY
STIPULATED AND DECLARED TO BE THE INTENTION OF THE PARTIES THAT THEY WOULD HAVE
EXECUTED THE REMAINING TERMS, PROVISIONS, COVENANTS AND RESTRICTIONS WITHOUT
INCLUDING ANY OF SUCH THAT MAY BE HEREAFTER DECLARED INVALID, ILLEGAL, VOID OR
UNENFORCEABLE.
12
(M)
HEADINGS.
THE HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE MEANING HEREOF.
(N)
INDEPENDENT NATURE OF PURCHASERS' OBLIGATIONS AND RIGHTS.
THE
OBLIGATIONS OF EACH PURCHASER HEREUNDER IS SEVERAL AND NOT JOINT WITH THE
OBLIGATIONS OF ANY OTHER PURCHASER HEREUNDER, AND NO PURCHASER SHALL BE
RESPONSIBLE IN ANY WAY FOR THE PERFORMANCE OF THE OBLIGATIONS OF ANY OTHER
PURCHASER HEREUNDER.
NOTHING CONTAINED HEREIN OR IN ANY OTHER AGREEMENT OR
DOCUMENT DELIVERED AT ANY CLOSING, AND NO ACTION TAKEN BY ANY PURCHASER PURSUANT
HERETO OR THERETO, SHALL BE DEEMED TO CONSTITUTE THE PURCHASERS AS A
PARTNERSHIP, AN ASSOCIATION, A JOINT VENTURE OR ANY OTHER KIND OF ENTITY, OR
CREATE A PRESUMPTION THAT THE PURCHASERS ARE IN ANY WAY ACTING IN CONCERT WITH
RESPECT TO SUCH OBLIGATIONS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
EACH PURCHASER SHALL BE ENTITLED TO PROTECT AND ENFORCE ITS RIGHTS, INCLUDING
WITHOUT LIMITATION THE RIGHTS ARISING OUT OF THIS AGREEMENT, AND IT SHALL NOT BE
NECESSARY FOR ANY OTHER PURCHASER TO BE JOINED AS AN ADDITIONAL PARTY IN ANY
PROCEEDING FOR SUCH PURPOSE.
(O)
ENTIRE AGREEMENT.
THE TRANSACTION DOCUMENTS, TOGETHER WITH THE
EXHIBITS AND SCHEDULES THERETO, CONTAIN THE ENTIRE UNDERSTANDING OF THE PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS, ORAL OR WRITTEN, WITH RESPECT TO SUCH MATTERS, WHICH THE PARTIES
ACKNOWLEDGE HAVE BEEN MERGED INTO SUCH DOCUMENTS, EXHIBITS AND SCHEDULES.
*************************
13
IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as of the date first written above.
IMMUNE RESPONSE CORPORATION
By:
/s/ John M. Bonfiglio
Name: John M. Bonfiglio
Title: Chief Executive Officer
[PURCHASERS' SIGNATURE PAGES TO FOLLOW]
14
[PURCHASER'S IMNR RRA SIGNATURE PAGE]
Alpha Capital Aktiengesellschaft
By:
/s/ Thomas Hackl
Name: Thomas Hackl
Title: Director
15
[PURCHASER'S IMNR RRA SIGNATURE PAGE]
BRISTOL INVESTMENT FUND, LTD.
By:
/s/ Paul Kessler
Name: Paul Kessler
Title: Director
16
[PURCHASER'S IMNR RRA SIGNATURE PAGE]
Name of Investor Entity:
Cohanzick Partners, L.P.
By:
/s/ David K. Sherman
Name: David K. Sherman
Title: Authorized Agent
17
[PURCHASER'S IMNR RRA SIGNATURE PAGE]
Name of Investor Entity:
Cranshire Capital L.P.
By:
/s/ Keith Goodman
Name: Keith Goodman
Title: CFO -
Downsview Capital, Inc
THE GENERAL PARTNER
18
[PURCHASER'S IMNR RRA SIGNATURE PAGE]
CRESCENT INTERNATIONAL LTD.
By:
/s/ Mel Craw Maxi Brezzi
Name: Mel Craw Maxi Brezzi
Title: Authorized Signatories
19
[PURCHASER'S IMNR RRA SIGNATURE PAGE]
Name of Investor Entity: Colbart Birnet LP
By:
/s/ Ezra Birnbaum
Name: Ezra Birnbaum
Title: Member
20
[PURCHASER'S IMNR RRA SIGNATURE PAGE]
Name of Investor Entity: ELLIS INTERNATIONAL
By:
/s/