EXHIBIT 10.2
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SERIES L
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,
TRANSFERRED
OR OTHERWISE DISPOSED
OF UNLESS REGISTERED
UNDER THE SECURITIES
ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR CEL-SCI CORPORATION SHALL HAVE RECEIVED AN
OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER
THE SECURITIES
ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT
REQUIRED.
WARRANT TO PURCHASE
SHARES OF COMMON STOCK
OF
CEL-SCI CORPORATION
Expires March 31, 2012
No.: W- .....
Number of Shares: ......
Date of Issuance: .....
FOR VALUE
RECEIVED, subject to the provisions hereinafter set forth, the
undersigned, CEL-SCI Corporation, a Colorado corporation (together
with its
successors and assigns, the "Issuer"), hereby certifies that .....
or its
registered assigns is entitled to subscribe for and purchase,
during the period
specified in this Warrant, up to ... (....) shares (subject to
adjustment as
hereinafter provided) of the duly authorized, validly issued, fully
paid and
non-assessable Common Stock of the Issuer, at an exercise price per
share equal
to the Warrant Price then in effect, subject, however, to the
provisions and
upon the terms and conditions hereinafter set forth. Capitalized
terms used in
this Warrant and not otherwise defined herein shall have the
respective meanings
specified in Section 9 hereof.
1. Term.
The right to subscribe for and purchase shares of Warrant Stock
represented hereby shall commence on the date of issuance of this
Warrant and
shall expire at 5:00 p.m., Eastern time, on March 31, 2012 (such
period being
the "Term"). The warrant price shall be $0.75, subject to
adjustment from time
to time as shall result from the adjustments specified in this
Warrant,
including Section 4 hereto.
2. Method
of Exercise Payment; Issuance of New Warrant; Transfer and
Exchange.
(a) Time
of Exercise. The purchase rights represented by this Warrant
may
be exercised in whole or in part at any time and from time to time
during the
Term.
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(b) Method
of Exercise. The Holder hereof may exercise this Warrant, in
whole or in part, by the surrender of this Warrant (with the
exercise form
attached hereto duly executed) at the principal office of the
Issuer, and by the
payment to the Issuer of an amount of consideration therefor equal
to the
Warrant Price in effect on the date of such exercise multiplied by
the number of
shares of Warrant Stock with respect to which this Warrant is then
being
exercised, payable at such Holder's election by certified or
official bank check
or by wire transfer to an account designated by the Issuer or by
cashless
exercise.
(c)
Issuance of Stock Certificates. In the event of any exercise of
the
rights represented by this Warrant in accordance with and subject
to the terms
and conditions hereof, (i) certificates for the shares of Warrant
Stock so
purchased shall be dated the date of such exercise and delivered to
the Holder
hereof within a reasonable time, not exceeding three (3) Trading
Days after such
exercise, and the Holder hereof shall be deemed for all purposes to
be the
Holder of the shares of Warrant Stock so purchased as of the date
of such
exercise, and (ii) unless this Warrant has expired, a new Warrant
representing
the number of shares of Warrant Stock, if any, with respect to
which this
Warrant shall not then have been exercised (less any amount thereof
which shall
have been canceled in payment or partial payment of the Warrant
Price as
hereinabove provided) shall also be issued to the Holder hereof at
the Issuer's
expense within such time.
(d)
Transferability of Warrant. Subject to Section 2(e), this Warrant
may
be transferred by a Holder without the consent of the Issuer. If
transferred
pursuant to this paragraph and subject to the provisions of
subsection (e) of
this Section 2, this Warrant may be transferred on the books of the
Issuer by
the Holder hereof in person or by duly authorized attorney, upon
surrender of
this Warrant at the principal office of the Issuer, properly
endorsed (by the
Holder executing an assignment in the form attached hereto) and
upon payment of
any necessary transfer tax or other governmental charge imposed
upon such
transfer. This Warrant is exchangeable at the principal office of
the Issuer for
Warrants for the purchase of the same aggregate number of shares of
Warrant
Stock, each new Warrant to represent the right to purchase such
number of shares
of Warrant Stock as the Holder hereof shall designate at the time
of such
exchange. All Warrants issued on transfers or exchanges shall be
dated the
Original Issue Date and shall be identical with this Warrant except
as to the
number of shares of Warrant Stock issuable pursuant hereto.
(e)
Compliance with Securities Laws.
(i) The Holder of this
Warrant, by acceptance
hereof, acknowledges
that
this Warrant or the shares of Warrant Stock to be issued upon
exercise
hereof are being acquired solely for the Holder's own
account and not as a
nominee for any other party, and for investment, and that the Holder will
not
offer, sell or otherwise dispose of this Warrant or any shares of
Warrant Stock to be
issued upon
exercise hereof except pursuant to an
effective registration statement, or an exemption from
registration,
under
the
Securities Act and any applicable state securities laws.
(ii) Except as provided in paragraph (iii) below, this Warrant and
all
certificates
representing shares of
Warrant Stock
issued upon
exercise
hereof shall be stamped or imprinted with a legend in substantially the
following form:
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THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE
HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS
AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND
MAY
NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
REGISTERED
UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES
LAWS
OR CEL-SCI CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS
COUNSEL
THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT
AND
UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT
REQUIRED.
(iii) The restrictions imposed by this subsection (e) upon the
transfer of this
Warrant or the shares
of Warrant Stock to be
purchased
upon
exercise hereof shall
terminate (A) when such securities shall have
been
resold pursuant to an effective registration statement under the
Securities Act, (B) upon the Issuer's receipt of an opinion of
counsel, in
form
and substance reasonably satisfactory to the Issuer, addressed to the
Issuer to the effect
that such restrictions are no longer required to
ensure compliance with
the Securities Act and state securities laws or (C)
upon
the Issuer's receipt of other evidence reasonably satisfactory to the
Issuer that such
registration and
qualification under
the Securities Act
and
state securities
laws are not required.
Whenever such restrictions
shall cease and
terminate as to any such securities, the Holder thereof
shall be entitled to
receive from the
Issuer (or its
transfer agent and
registrar), without expense (other than applicable transfer taxes,
if any),
new
Warrants (or, in the case of shares of Warrant Stock, new stock
certificates) of like
tenor not bearing the applicable legend required by
paragraph (ii) above
relating to the
Securities Act and state securities
laws.
(iv) It is the intent of this Section 2(e) that if the Warrant
Shares
are
covered by an effective registration statement, or can be sold
pursuant
to
Rule 144(k), the
certificate
representing
the Warrant Shares
will be
issued without a restricted legend. If the Warrant Shares are not
covered
by
an effective registration statement, or cannot be sold pursuant to
Rue
144(k), the certificate representing the Warrant Shares will be
issued with
a
standard restricted
legend. Under no
circumstances will the Company pay
cash
upon the exercise of the Warrant.
(f)
Continuing Rights of Holder. The Issuer will, at the time of or at
any
time after each exercise of this Warrant, upon the request of the
Holder hereof,
acknowledge in writing the extent, if any, of its continuing
obligation to
afford to such Holder all rights to which such Holder shall
continue to be
entitled after such exercise in accordance with the terms of this
Warrant,
provided that if any such Holder shall fail to make any such
request, the
failure shall not affect the continuing obligation of the Issuer to
afford such
rights to such Holder.
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3. Stock
Fully Paid; Reservation and Listing of Shares; Covenants.
(a) Stock
Fully Paid. The Issuer represents, warrants, covenants and
agrees that all shares of Warrant Stock which may be issued upon
the exercise of
this Warrant or otherwise hereunder will, upon issuance, be duly
authorized,
validly issued, fully paid and non-assessable and free from all
taxes, liens and
charges created by or through Issuer. The Issuer further covenants
and agrees
that during the period within which this Warrant may be exercised,
the Issuer
will at all times have authorized and reserved for the purpose of
the issue upon
exercise of this Warrant a sufficient number of shares of Common
Stock to
provide for the exercise of this Warrant.
(b)
Reservation. If any shares of Common Stock required to be reserved
for
issuance upon exercise of this Warrant or as otherwise provided
hereunder
require registration or qualification with any governmental
authority under any
federal or state law before such shares may be so issued, the
Issuer will in
good faith use its best efforts as expeditiously as possible at its
expense to
cause such shares to be duly registered or qualified. If the Issuer
shall list
any shares of Common Stock on any securities exchange or market it
will, at its
expense, list thereon, maintain and increase when necessary such
listing, of,
all shares of Warrant Stock from time to time issued upon exercise
of this
Warrant or as otherwise provided hereunder, and, to the extent
permissible under
the applicable securities exchange rules, all unissued shares of
Warrant Stock
which are at any time issuable hereunder, so long as any shares of
Common Stock
shall be so listed. The Issuer will also so list on each securities
exchange or
market, and will maintain such listing of, any other securities
which the Holder
of this Warrant shall be entitled to receive upon the exercise of
this Warrant
if at the time any securities of the same class shall be listed on
such
securities exchange or market by the Issuer.
(c)
Covenants. The Issuer shall not by any action including,
without
limitation, amending the Articles of Incorporation or the by-laws
of the Issuer,
or through any reorganization, transfer of assets, consolidation,
merger,
dissolution, issue or sale of securities or any other action, avoid
or seek to
avoid the observance or performance of any of the terms of this
Warrant, but
will at all times in good faith assist in the carrying out of all
such terms and
in the taking of all such actions as may be necessary or
appropriate to protect
the rights of the Holder hereof against dilution (to the extent
specifically
provided herein) or impairment. Without limiting the generality of
the
foregoing, the Issuer will (i) not permit the par value, if any, of
its Common
Stock to exceed the then effective Warrant Price, (ii) not amend or
modify any
provision of the Articles of Incorporation or by-laws of the Issuer
in any
manner that would adversely affect in any way the powers,
preferences or
relative participating, optional or other special rights of the
Common Stock or
which would adversely affect the rights of the Holders of the
Warrants, (iii)
take all such action as may be reasonably necessary in order that
the Issuer may
validly and legally issue fully paid and nonassessable shares of
Common Stock,
free and clear of any liens, claims, encumbrances and restrictions
(other than
as provided herein) upon the exercise of this Warrant, and (iv) use
its best
efforts to obtain all such authorizations, exemptions or consents
from any
public regulatory body having jurisdiction thereof as may be
reasonably
necessary to enable the Issuer to perform its obligations under
this Warrant.
(d) Loss,
Theft, Destruction of Warrants. Upon receipt of evidence
satisfactory to the Issuer of the ownership of and the loss, theft,
destruction
or mutilation of any Warrant and, in the case of any such loss,
theft or
destruction, upon receipt of indemnity or security satisfactory to
the Issuer
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or, in the case of any such mutilation, upon surrender and
cancellation of such
Warrant, the Issuer will make and deliver, in lieu of such lost,
stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and
representing the
right to purchase the same number of shares of Common Stock.
(e) Registration Rights. The warrants are subject to the
registration rights
described in the Subscription Agreement of the same date.
4.
Adjustment of Warrant
Price and Warrant
Share Number. The number of
shares of Common Stock for which this Warrant is exercisable, and the price at
which such shares may
be purchased
upon exercise of this Warrant, shall be
subject to
adjustment
from time to time as
set forth in this
Section 4. The
Issuer shall give the Holder notice of any event described below which requires
an adjustment pursuant to this Section 4 in accordance with Section
5.
(a)
In case the Issuer
shall (i) pay a dividend in shares of Common Stock
or make a distribution in shares of Common Stock to holders of
its
outstanding Common Stock, (ii) subdivide its outstanding shares
of
Common Stock into a greater number of shares, (iii) combine its
o
