Exhibit 10.2 THIS WARRANT AND THE SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE
COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID
ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO NANOVIRICIDES, INC., THAT SUCH
REGISTRATION IS NOT REQUIRED.
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June __, 2008
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Warrant No.:_____
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COMMON STOCK PURCHASE WARRANT
Right to Purchase ______ Shares of Common Stock of
NANOVIRICIDES, INC.
NANOVIRICIDES, INC., a corporation organized under the laws of the
State of Nevada (the “Company”), hereby certifies that,
for value received, _____________________________________, or its
successors or assigns (the “Holder”) is entitled to
purchase from the Company upon the due exercise hereof, and subject
to the terms and conditions herein, from the date of issue of this
warrant (the “Warrant”) until the third anniversary of
the issuance hereof (the "Expiration Date"), all or any part of
__________ fully paid and non-assessable shares of common stock, no
par value per share (the "Common Stock") of the Company, upon
surrender hereof, with the exercise form annexed hereto duly
completed and executed, at the office of the Company and upon
simultaneous payment therefore in cash or by certified or official
bank check, payable to the order of the Company, at a per share
exercise price (“Exercise Price”) of Two Dollars
($2.00), subject to adjustment as provided herein.
1. Restriction
on Transfer. No resale of the Warrant or of any of the
shares of Common Stock underlying the exercise of the Warrant (the
“Underlying Stock”) will be made unless such resale is
registered pursuant to a registration statement filed by the
Company with the Securities and Exchange Commission (the
"Commission") or an exemption from registration under the
Securities Act of 1933, as amended (the "Securities Act"). By
acceptance of this agreement, the Holder agrees, for itself and all
subsequent holders, that prior to making any disposition of the
Warrant or of any Underlying Stock, the Holder shall give written
notice to the Company describing briefly the proposed disposition;
and no such disposition shall be made unless and until (i) the
Company has notified the Holder that, in the opinion of counsel
satisfactory to it, no registration or other action under the
Securities Act is required with respect to such disposition (which
opinion may be conditioned upon the transferee's assuming the
Holder's obligation hereunder); or (ii) a registration statement
under the Securities Act has been filed by the Company and declared
effective by the Commission or other such similar action has been
taken.
2. Expiration
of Warrant. Unless this Warrant and the Exercise Price
are tendered as herein provided before the close of business on the
Expiration Date, this Warrant will become wholly void and all
rights and obligations set forth herein shall expire and
terminate.
3. Partial
Exercise. If this Warrant is exercised for less than all
the shares that may be purchased upon the exercise hereof, the
Warrant shall be surrendered by the Holder and replaced with a new
warrant of like tender in the name of the Holder providing for the
right to purchase the number of shares of Underlying Stock as to
which this Warrant has not yet been exercised.
4. Adjustments. The
Exercise Price and the number of shares of Underlying Stock of the
Company issuable pursuant to such exercise is subject to adjustment
as follows:
(a) In
case the Company shall at any time declare a stock dividend or
stock split on the outstanding shares of Common Stock in shares of
its Common Stock, then the Exercise Price and number of shares of
Underlying Stock shall be proportionately adjusted so that the
holder of any Warrant exercised after such time shall be entitled
to receive the aggregate number and kind of shares which if such
Warrant had been exercised immediately prior to such time, he or
she would have owned upon such exercise and been entitled to
receive by virtue of such dividend.
(b) In
case the Company shall at any time subdivide or combine the
outstanding shares of the Common Stock, the Exercise Price, initial
or adjusted, in effect immediately prior to such subdivision or
combination shall forthwith be proportionately decreased in the
case of subdivision or increased in the case of combination.
(c) In
case of any capital reorganization, sale of substantially all the
assets of the Company, or any reclassification of the shares of
Common Stock of the Company, or in case of any consolidation with
or merger of the Company into or with another corporation, then as
a part of such reorganization sale reclassification, consolidation
or merger, as the case may be, provision shall be made so that the
registered owner of the Warrant evidenced hereby shall have the
right thereafter to receive upon the exercise thereof the kind and
amount of shares of stock or other securities or property which he
would have been entitled to receive if immediately prior to such
reorganization, reclassification, consolidation or merger, he had
held the number of shares of Underlying Stock which were then
issuable upon the exercise of the Warrant evidenced hereby, to the
end that the provisions set forth (including provisions with
respect to adjustments of the Exercise Price) shall thereafter be
applicable, as nearly as reasonably may be, in relation to any
shares of stock or other property thereafter deliverable upon the
exercise of such Warrants.
(d) If
the Company at any time makes any spin-off, split-off, or
distribution of assets upon or with respect to its Common Stock, as
a liquidating or partial liquidating dividend, spin-off, or by way
of return of capital, or other than as dividend payable out of
earnings or any surplus legally available for dividends, the Holder
then outstanding shall, upon the exercise of the Warrant, receive,
in addition to the shares of Common Stock then issuable on exercise
of the Warrant, the amount of such assets (or, at the option of the
Company, a sum equal to the value thereof at the time of the
distributions) which would have been payable to such holder had he
or she exercised the Warrant immediately prior to the record date
for such distribution.
(e) When
any adjustment is required to be made to the Exercise Price, the
number of shares of Common Stock issuable shall be determined as
provided for in paragraph (f) hereof. No fractional shares of
Common Stock shall be issued upon the exercise of the
Warrant. The Company shall round all fractional shares
to the next whole share.
2
(f) Whenever
the Exercise Price is adjusted as provided above, the number of
shares of Underlying Stock immediately prior to such adjustment
shall be increased, effective simultaneously with such adjustment,
by a number of shares of Common Stock computed by multiplying such
number of shares of Common Stock by a fraction, the numerator of
which is the Exercise Price in effect immediately prior to such
adjustment and the denominator of which is the Exercise Price in
effect upon such adjustment, and the number of shares of Underlying
Stock arrived at by making said computation shall be added to the
number of shares of Underlying Stock immediately prior to such
adjustment. The total number of shares arrived at by making the
computation provided for in the immediately preceding sentence
shall thereupon be the number of shares of Common Stock issuable
upon exercise or the Warrant and the Company shall forthwith
determine the new Exercise Price.
5. Delivery
of Underlying Stock. As soon as practicable after the
exercise hereof, the Company shall deliver a certificate or
certificates for the number of full shares of Underlying Stock, all
of which shall be fully paid and nonassessable, to the person or
persons entitled to receive the same provided no sale, offer to
sell or transfer of the Underlying S
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