WARRANT TO PURCHASE SHARES OF COMMON STOCK OF OMNIMMUNE HOLDINGS INC

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS.  THIS WARRANT AND ANY OF SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER SAID ACT AND ALL OTHER APPLICABLE SECURITIES LAWS UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

1.             Grant of Warrant.   Omnimmune Holdings, Inc., a Delaware corporation (the “Company”), hereby agrees that New Castle Financial Services LLC (the “Holder”) is entitled, subject to the provisions of this Warrant, to purchase from the Company, up to [____] ([______]) shares of fully paid and non-assessable shares of Common Stock (the “Warrant Stock”) at a price as provided in Section 4 below (the “Exercise Price”). The term “Holder” as used herein shall include any transferee to whom this Warrant has been transferred in accordance with this Warrant.

The term “Common Stock” means the Common Stock, $0.0001 value per share, of the Company as constituted on the date hereof, together with any other equity securities that may be issued by the Company in substitution therefor.  The number of shares of Common Stock to be received upon the exercise of this Warrant may be adjusted from time to time as hereinafter set forth.  The term “Company” means and includes the Company as well as any successor corporation resulting from the merger or consolidation of such corporation with another corporation.

2.             Exercise of Warrant.   Subject to the limitations set forth in Section 7, this Warrant may be exercised, as to the whole or any lesser number of whole shares of Warrant Stock, at any time during the period commencing six (6) months after the issue date set forth herein above, and expiring at 5:00 p.m., Houston, Texas time, upon and coincident with the fifth (5 ^th ) anniversary of the date of issuance (such date referred to herein as the “Expiration Date”).   This Warrant shall expire if not properly exercised in full by the Expiration Date.

The Holder may exercise this Warrant by presentation and surrender of this Warrant to the Company prior to the Expiration Date at its principal office in Houston, Texas, or at the office of its stock transfer agent, if any, with the Notice of Exercise attached hereto duly executed and accompanied by payment (either in cash or by certified or official bank check, payable to the order of the Company) of the aggregate Exercise Price for the number of shares of Warrant Stock specified in such form.

In lieu of the payment of the Exercise Price, Holder may require the Company to convert this Warrant, in whole or in part, into shares of Common Stock as provided herein (“cashless exercise”).  In order to require the cashless exercise of this Warrant, the Holder shall surrender to the Company this Warrant with the Notice of Exercise at the end hereof duly completed and executed.  Upon such cashless exercise, the Company shall deliver to Holder (without payment by Holder of any of the Exercise Price) that number of shares of Common Stock equal to the quotient obtained by dividing (x) the value of this Warrant (or portion thereof if being exercised in part) at the time of the cashless exercise (determined by subtracting the aggregate Exercise Price of the shares of Warrant Stock as to which the Warrant is being exercised in effect immediately prior to the cashless exercise from the aggregate Current Market Price (as defined below) of the shares of Warrant Stock as to which the Warrant is being exercised immediately prior to the cashless exercise) by (y) the Current Market Price of one share of Common Stock immediately prior to the cashless exercise.

For the purposes of any computation hereunder, the term “Current Market Price” per share of Common Stock on any date shall be deemed to be the average of the daily closing prices for the five consecutive trading days immediately preceding the date in question.  The closing price for each day shall be the last reported sales price or, in case no such reported sale takes place on such day, the closing bid price, in either case on the principal national securities exchange on which the Common Stock is listed or admitted to trading or, if the Common Stock is not listed or admitted to trading on any national securities exchange, the highest reported bid price for the Common Stock as furnished by the National Association of Securities Dealers, Inc. through Nasdaq or a similar organization if Nasdaq is no longer reporting such information.  If on any such date the Common Stock is not listed or admitted to trading on any national securities exchange and is not quoted by Nasdaq or any similar organization, the fair value of a share of Common Stock on such date, as determined in good faith by the board of directors of the Company, whose determination shall be conclusive absent manifest error, shall be used.

Upon receipt by the Company of this Warrant, together with payment in the amount of the Exercise Price or a notice of cashless exercise as set forth above, at its principal office in Houston, Texas, or by the stock transfer agent of the Company at such agent’s office, in proper form for exercise, the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the Holder.

As soon as practicable after each such exercise of this Warrant, the Company shall issue and deliver to the Holder a certificate or certificates for the Warrant Stock issuable upon such exercise, registered in the name of the Holder.  If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the right of the Holder to purchase the balance of the Warrant Stock subject to purchase hereunder.

3.             Transfer of Warrant.   Any Warrants issued upon the transfer or exercise in part of this Warrant shall be numbered and shall be registered in a warrant register (the “Warrant Register”) as they are issued.  The Company shall be entitled to treat the registered holder of any Warrant on the Warrant Register as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such Warrant on the part of any other person.  This Warrant shall be transferable on the books of the Company only upon delivery hereof with the Form of Assignment at the attached duly completed and executed by the Holder or by his or its duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer.  In all cases of transfer by an attorney, executor, administrator, guardian or other legal representative, duly authenticated evidence of his or its authority shall be produced.  Upon any registration of transfer, the Company shall deliver a new Warrant to the person entitled thereto.  This Warrant may be exchanged, at the option of the Holder hereof, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Warrant Stock, upon surrender to the Company or its duly authorized agent. Notwithstanding the foregoing, the Company shall have no obligation to cause this Warrant to be transferred on its books to any person, or Warrant Stock to be issued, if, in the opinion of counsel to the Company, such transfer or issuance does not comply with the provisions of the Act and the rules and regulations thereunder, and any applicable state securities laws (“Blue Sky Laws”).

4.             Exercise Price.   Subject to adjustment as set forth in Section 6 hereof, the exercise price per share of Warrant Stock (the “Exercise Price”) shall be $5.00.

5.             Reservation of Shares.   The Company will at all times reserve for issuance and delivery all shares of Common Stock issuable upon exercise of this Warrant.  All such shares shall be duly authorized and, if issued in compliance with the terms of this Agreement, shall be validly issued, fully paid and non-assessable.  No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.  In lieu of any fractional shares or scrip, the Company shall pay the Holder an amount equal to the applicable Exercise Price multiplied by such fraction of a share otherwise called for upon any exercise of this Warrant.

6.           Adjustments.

(a)            Capital Adjustments .  In case the Company shall at any time aft