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Form of Registration Rights Agreement

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EXHIBIT 10.12

FORM OF REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this " Agreement" ) is made and entered into as of May , 2010, by and among ImmunoCellular Therapeutics, Ltd., a Delaware corporation (the " Company" ), and those securityholders of the Company appearing as signatories hereto (the " Investors" ).

R E C I T A L S

WHEREAS, under the terms of the private placement (the " Offering" ) effected pursuant to the Company' s Offering Memorandum Supplement No. 3 to Offering Memorandum dated March 10, 2010 (collectively, the " Offering Memorandum" ), the Company agreed to register the shares of the Company' s common stock and common stock issuable upon exercise of the warrants sold in the Offering;

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the parties hereby agree as follows:

1. Certain Definitions . As used in this Agreement, the following terms shall have the following respective meanings:

" Commission" means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

" Company" means ImmunoCellular Therapeutics, Ltd., a Delaware corporation.

" Exchange Act" means the Securities Exchange Act of 1934, as amended, or any similar federal rule or statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

" Holder" and " Holders" means (i) the Investor, (ii) any other person who purchased Units pursuant to the Offering Memorandum, and (iii) any person holding Registrable Securities to whom the registration rights have been validly transferred.

" Investor" means each purchaser of Units in the Offering.

" Registrable Securities" means (i) the shares of the Company' s common stock issued to the Investor in connection with the Investor' s purchase of the Units, (ii) the shares of the Company' s common stock that are issuable upon exercise of the Warrants issued to the Investor in connection with the Investor' s purchase of the Units, and (iii) any common stock of the Company issued or issuable in respect of the foregoing shares of the Company' s common stock upon any stock split, stock dividend, recapitalization, or similar event; provided, however, that securities shall only be treated as Registrable Securities if and so long as they have not been registered or sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction.

The terms " register ," " registered" and " registration" refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.

" Registration Expenses" shall mean all expenses incurred by the Company in complying with Section 2.1, including without limitation, all registration, qualification and filing fees, printing expenses, fees and disbursements of counsel for the Company, blue sky fees and expenses, the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company).

" Rule 144" and " Rule 145" shall mean Rules 144 and 145, respectively, promulgated under the Securities Act, or any similar federal rules thereunder, all as the same shall be in effect at the time.

" Securities Act" shall mean the Securities Act of 1933, as amended, or any similar federal rule or statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

" Selling Expenses" shall mean all underwriting discounts and selling commissions applicable to the securities registered by the Holders.

" Units" means a share of the Company' s common stock and a warrant to purchase 0.5 of a share of the Company' s common stock sold as a unit pursuant to the Offering Memorandum.

" Warrant" and " Warrants" means those common stock purchase warrants issued by the Company as part of the Units sold pursuant to the Offering Memorandum.

2. Registration

2.1 Registration Filing.

(a) Filing for Registrable Securities . The Company shall file with the Commission, within sixty days following the completion of the Offering, a registration statement for the resale of all of the Registrable Securities.

(b) Inclusion of Other Shares . The Company may, at its option, include shares held by other stockholders of the Company or shares to be issued by the Company in any such registration statement filed under this Section 2.1.

2.2 Expenses of Registration . All Registration Expenses incurred in connection with a registration pursuant to Section 2.1 shall be borne by the Company; provided , however , that the Company shall have no obligation to pay or otherwise bear (i) any portion of the fees or disbursements of counsel for the Holders in connection with the registration of their Registrable Securities, (ii) any portion of any underwriter' s commissions or discounts, expense allowance or fees or stock transfer taxes attributable to the Registrable Securities being offered and sold by the Holders of Registrable Securities, or (iii) any of such expenses if the payment of such expenses by the Company is prohibited by the laws of a state in which such offering is qualified and only to the extent so


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prohibited. Unless otherwise stated, all Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders of such securities pro rata on the basis of the number of shares so registered or proposed to be so registered.

2.3 Registration Procedures . In the case of the registration effected by the Company pursuant to this Agreement, the Company will keep each Holder advised in writing as to the initiation of such registration and as to the completion thereof. The Company will:

(a) Prepare and file with the Commission a registration statement and such amendments and supplements as may be necessary and use its reasonable best efforts to cause such registration statement to become and remain effective until (i) the second anniversary following the date the registration statement is declared effective, (ii) all of the Registrable Securities included in the registration statement have been sold, or (iii) all of the Registrable Securities may be sold under Rule 144 without any volume limitation, whichever comes first, except that the Company shall be permitted to suspend the use of the registration statement during certain periods as set forth below in this Section 2.3; and

(b) Furnish to the Holders participating in such registration and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such underwriters may reasonably request in order to facilitate the public offering of such securities.

Notwithstanding the foregoing, the Company shall notify each Holder whose securities are included in a registration of the happening of any event which makes any statement made in the registratio
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