INVESTOR SUBSCRIPTION AGREEMENT

INVESTOR SUBSCRIPTION AGREEMENT (the "Subscription Agreement") dated _______________, 2009 between NANOVIRICIDES, INC. , a publicly-owned Nevada corporation with principal offices at 135 Wood Street, West Haven, Connecticut 06516 (the "Company") and the person or persons executing this Subscription Agreement on the last page hereof (the "Subscriber").  All documents mentioned herein are incorporated by reference.

1. Description of the Offering.   This Offering (the “Offering”) is being made solely to holders (the “Warrantholders”) of certain of the Company’s warrants, excluding those purchased in the Company’s offering closed July 7, 2009 (the “Original Warrants”) to purchase units (the “Units”) consisting of 20,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and warrants (the “Warrant Shares”) to purchase an additional 20,000 shares of Common Stock, at an exercise price of $1.00 per share, which expire in three (3) years.  The form of the Warrant is attached hereto as Appendix “A”.  The Units are being offered at the price of $10,000 per Unit (the “Unit Price”).  The Subscriber shall have the right to purchase a number of Units equal to the amount the Subscriber invested when they acquired the Original Warrants divided by the Unit Price.  This Offering is made only to Warrantholders that are accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D of the Securities Act of 1933, as amended, and who have no need for liquidity in their investments. The Offering is for a minimum investment of $10,000, but the Warrantholders must exercise their Original Warrants by returning the original form thereof along with the exercise price to purchase all, but not less than all, of the Units equal to the number shares subscribed for in connection with the Original Subscription unless the Company , in its sole discretion, accepts fractional subscriptions. Prior to this Offering there was only a limited public market for the Common Stock and no assurance can be given that a market will be maintained so that any subscribers in this Offering may avail any benefit from the same.

THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.  THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH APPLICABLE LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

2.   Terms of the Offering.   The offering will terminate at 5:00 p.m., Pacific time, on August 14, 2009, unless extended for up to an additional fifteen (15) days (the “ Termination Date ”) by the Company, in its sole discretion.  The Company believes that Subscribers who elect to purchase the Units may not avail themselves of the holding period of their Original Subscription in attempting to sell the Common Stock under Rule 144 of the Securities Act.  (The form of the Notice of Exercise is attached hereto as Exhibit A.)  Therefore, at a minimum, pursuant to Rule 144, the Units will not be available for resale until at least six months have passed or the Company files a registration statement to register the Units, which it has no plan or obligation to do.

3. Other Terms of the Offering .  The execution of this Subscription Agreement shall constitute an offer by the Subscriber to purchase the Units in the amount and on the terms specified herein.  The Subscriber must also complete and execute the Subscriber Questionnaire attached hereto.  The Company reserves the right, in its sole discretion, to reject in whole or in part, any subscription offer.  If the Subscriber's offer is accepted, the Company will execute a copy of this Subscription Agreement and return it to Subscriber.  The Company may, in its sole discretion, accept fractional subscriptions.

4.   Subscription Procedures.   Warrantholders who wish to subscribe for the Offering, must deliver to the Company the Original Warrants, along with completed and fully executed originals of the Subscription Agreement, Subscriber Questionnaire and Notice of Exercise.  Warrantholders who elect to purchase Units less than the amount  equal to the number shares subscribed for in connection with the Original Subscription may have their subscription rejected by the Company, in it sole discretion.  The subscription price, which is $10,000 per Unit, will be payable in full upon acceptance of the subscription.  The Company reserves the right to accept fractional subscriptions.

5.   The Company's Representations and Warranties. The Company hereby represents and warrants as follows:

(a) The Company warrants and covenants that there are no material misstatements or omissions in this Subscription Agreement or any information provided of the Offering documents herein;

(b) The Company is a corporation duly formed and in good standing under the laws of the State of Nevada with a class of securities pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with full power and authority to conduct its business as presently contemplated; and

(c) The Company has the power to execute, deliver and perform this Subscription Agreement and any other agreement contemplated herein;

6.   Subscriber's Representations, Warranties and Covenants.   The undersigned understands and acknowledges that the Units are being offered and sold under one or more of the exemptions from registration provided for in Section 3(b), 4(2) and 4(6) of the Securities Act of 1933, as amended (the “Securities Act”) including, Regulation D promulgated thereunder, that the undersigned acknowledges that the Units are being purchased without the undersigned being offered or furnished any offering literature, prospectus or other material, financial or otherwise, and that this action has not been scrutinized by the United States Securities and Exchange Commission or by any regulatory authority charged with the administration of the securities laws of any state or other jurisdiction.  The undersigned hereby further represents and warrants as follows:

(a)           The undersigned confirms that he understands and has fully considered, for purposes of this investment, the risks of an investment in the Units and understands that:  (i) this investment is suitable only for an investor who is able to bear the economic consequences or losing his entire investment, (ii) the purchase of the Units is a speculative investment which involves a high degree of risk of loss by the undersigned of his entire investment, and (iii) that there will be no public market for the Units and accordingly, it may not be possible for him to liquidate his investment in the Units in case of an emergency;

(b)           The Subscriber is an "Accredited Investor" as defined in Rule 501(a) of Regulation D under the Securities Act.  This representation is based on the fact that the Subscriber, inter alia, is an accredited individual who, together with the Subscriber’s spouse, have a net worth of at least $1,000,000 or the Subscriber, individually, has had net income of not less than $200,000 during the last two years, and reasonably anticipates that the Subscriber will have an income of at least $200,000 during the present year and the next year;

(c)           If the Subscriber is a corporation, partnership, trust or any unincorporated association: (i) the person executing this Subscription Agreement does so with full right, power and authority to make this investment; (ii) that such entity was not formed for the specific purpose of making an investment in the Company; and (iii) that all further representations and warranties made herein are true and correct with respect to such corporation, partnership, trust and unincorporated association;

(d)           The address set forth below is the Subscriber's true and correct residence or place of business, and the Subscriber has no present intention of becoming a resident of any other state or jurisdiction;

(e)           The Subscriber understands and agrees that the Company prohibits the investment of funds by any persons or entities that are acting, directly or indirectly, (i) in contravention of any U.S. or international laws and regulations, including anti-money laundering regulations or conventions, (ii) on behalf of terrorists or terrorist organizations, including those persons or entities that are included on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Treasury Department's Office of Foreign Assets Control 1 ("OFAC"), as such list may be amended from time to time, (iii) for a senior foreign political figure, any member of a senior foreign political figure’s immediate family or any close associate of a senior foreign political figure 2 , unless the Company, after being specifically notified by the Subscriber in writing that it is such a person, conducts further due diligence, and determines that such investment shall be permitted, or (iv) for a foreign shell bank 3 (such persons or entities in (i) – (iv) are collectively referred to as "Prohibited Persons").

(f)           The Subscriber represents, warrants and covenants that: (i) it is not, nor is any person or entity controlling, controlled by or under common control with the Subscriber, a Prohibited Person, and (ii) to the extent the Subscriber has any beneficial owners 4 , (a) it has carried out thorough due diligence to establish the identities of such beneficial owners, (b) based on such due diligence, the Subscriber reasonably believes that no such beneficial owners are Prohibited Persons, (c) it holds the evidence of such identities and status and will maintain all such evidence for at least five years from the date of the Subscriber's complete withdrawal from the Company, and (d) it will make available such information and any additional information requested by the Company that is required under applicable regulations.

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(g)           If any of the foregoing representations, warranties or covenants ceases to be true or if the Company no longer reasonably believes that it has satisfactory evidence as to their truth, notwithstanding any other agreement to the contrary, the Company may, in accordance with applicable regulations, freeze the Subscriber's investment, either by prohibiting additional investments, declining or suspending any withdrawal requests and/or segregating the assets constituting the investment, or the Subscriber's investment may immediately be involuntarily withdrawn by the Company, and the Company may also be required to report such action and to disclose the Subscriber's identity to OFAC or other authority.  In the event that the Company is required to take any of the foregoing actions, the Subscriber understands and agrees that it shall have no claim against the Company, and its respective affiliates, directors, members, partners, shareholders, officers, employees and agents for any form of damages as a result of any of the aforementioned actions.

(h)           The Subscriber agrees to indemnify and hold harmless the Company, its respective affiliates, directors, members, partners, shareholders, officers, employees and agents from and against any and all losses, liabilities, damages, penalties, costs, fees and expenses (including legal fees and disbursements) which may result, directly or indirectly, from any inaccuracy in or breach of any representation, warranty, covenant or agreement set forth in this Agreement.

(i)            The Subscriber has received and read or reviewed, is familiar with and fully understands the documents furnished by the Company.  The Subscriber also fully understands this Subscription Agreement and the risks associated with this interest and confirms that all documents, records and books pertaining to the Subscriber’s investment in the Units and requested by the Subscriber have been made available or delivered to the Subscriber by the Company;

(j)            The Subscriber has had an opportunity to ask questions of and receive answers from, the Company or a person or persons acting on its behalf, concerning the terms and conditions of this investment and confirms that all documents, records and books pertaining to the investment in the Units and requested by the Subscriber has been made available or delivered to the Subscriber;

(k)           The Subscriber will be acquiring the Units solely for the Subscriber's own account, for investment and not with a view toward the resale, distribution, subdivision or fractionalization thereof; and the Subscriber has no present plans to enter into any such contract, undertaking, agreement or arrangement;

(l)             The Subscriber acknowledges and understands that prior to this Offering there was only a limited public market for the Units and no assurance can be given that a public market will be maintained so that any subscribers in this Offering may avail any benefit from the same;

(m)           The Subscriber's compliance with the terms and conditions of this Subscription Agreement will not conflict with any instrument or agreement pertaining to the Units that will develop for the Units offered hereby, or if developed, that it or the transactions contemplated herein; and will not conflict in, result in a breach of, or constitute a default under any instrument to which the Subscriber is a party;

(n)           The Subscriber will seek its own legal, tax and investment advice concerning tax implications attendant upon the purchase of the Units and understands and accepts that the Company is relying upon this representation insofar as disclosure of tax matters is concerned;

(o)           The Subscriber hereby acknowledges and represents that the Subscriber is aware of the information set forth in this document and in any exhibits attached hereto; and

(p)           The foregoing representations and warranties are true and accurate as of the date hereof and shall be true and accurate as of the date of delivery of the subscription to the Company and shall survive such delivery.  If, in any respect, such representations and warranties shall not be true and accurate, the Subscriber shall give written notice of such fact to the Company, specifying which representations and warranties are not true and accurate and the reasons therefor.

7.   Risk Factors. THE SUBSCRIBER ACKNOWLEDGES THAT THERE ARE SIGNIFICANT RISKS ASSOCIATED WITH THE PURCHASE OF THE WARRANT SHARES AND THAT SUCH SECURITIES ARE HIGHLY SPECULATIVE AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD A TOTAL LOSS OF HIS OR HER ENTIRE INVESTMENT. All of the risks and disclosures contained within the company’s filings with the securities and exchange commission, are hereby incorporated by reference.  The Subscriber represents and warrants that he or she has carefully considered and reviewed the Company’s filings with the Securities and Exchange Commission located at www.sec.gov which are hereby incorporated by reference, in reaching a determination to exercise the Warrants.

8.   Responsibility.   The Company or its officers and directors shall not be liable, responsible or accountable for damages or otherwise to any Subscriber for any act or omission perfo