EXHIBIT 10(p)
PROMISSORY NOTE
December 29, 2008
FOR VALUE RECEIVED, CEL-SCI Corporation (Borrower) promises to pay to
Maximilian de Clara or order (Note Holder) all amounts which from time to time
may be advanced by the note holder to the borrower, up to a maximum of $1
million, together with interest on the unpaid principal balance from the date of
this note until paid, at the rate of 15% per annum.
This Note, together with all accrued but unpaid interest, shall be due and
payable on the first to occur of the following:
o March 27, 2009; or
o the date the Borrower obtains funding (weather by means of
convertible debt or equity) of at least $2,000,000 net of fees,
exclusive of any funding obtained by means of this Note or any notes
which are the same series as this Note.
Principal and interest shall be payable at the following address, or such
other place as the Note Holder may designate:
Maximilian de Clara
6078 Lungern (OV)
Bergstrasse 79
Switzerland
On March 27, 2009 CEL-SCI will issue to Maximilian de Clara one warrant for each
dollar loaned to the Company by Maximilian de Clara. This warrant will allow the
investor to purchase CEL-SCI common stock at a price that is equal to the
closing market price on March 26, 2009. The warrants will have a life of 5 years
and will be registered with the next registration statement.
Payments received for application to this Note shall be applied first to
the payment of costs and expense of collection and/or suit, if any, second to
the payment of accrued interest specified above, and the balance applied in
reduction of the principal amount hereof.
If this Note is not paid when due, the Note Holder shall be entitled to
collect all reasonable costs and expense of collection and/or suit, including,
but not limited to reasonable attorneys' fees.
Borrower may prepay the principal amount outstanding under this note, in
whole or in part, at any time without penalty.
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Borrower and all other makers, sureties, guarantors, and endorsers hereby
waive presentment, notice of dishonor and protest, and they hereby agree to any
extensions of time of payment and partial payments before, at, or after
maturity.
Any notice to Borrower provided for this Note shall be in writing and shall
be given and be effective upon (1) delivery to Borrower, (2) by e-mail as long
as the e-mail receipt was acknowledged or (3) mailing such notice by mail or
couriers such as FedEx, addressed to Borrower at the Borrower's address states
below, or to such other address as Borrower may designate by notice to the Note
Holder. Any notice to the Note Holder shall be in writing and shall be given and
be effective upon (1) delivery to Borrower, (2) by e-mail as long as the e-mail
receipt was acknowledged or (3) mailing such notice by mail or couriers such as
FedEx, to the Note Holder at the address stated above, or to such other address
as Note Holder may designate by notice to Borrower.
CEL-SCI CORPORATION
By /s/ Geert Kersten
---------------------------------
Geert R. Kersten, Chief Executive Officer
ADDRESS OF BORROWER
8229 Boone Boulevard, Suite 802
Vienna, VA 22182, USA
703-506-9460
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1st Amendment to PROMISSORY NOTE
April 30, 2009
On December 29, 2008, CEL-SCI Corporation (Borrower) signed a promissory
note to Maximilian de Clara or order (the Note Holder). Pursuant to this note
CEL-SCI was to have repaid the note by March 27, 2009 and was to have issued
warrants on CEL-SCI stock to Maximilian de Clara. This note is now being
amended as follows:
All terms of the note will stay the same except for:
1) The note is now due on June 27, 2009;
2) On June 27, 2009 CEL-SCI will issue to Maximilian de Clara 1.5
warrants for each dollar loaned to the Company by Maximilian de Clara.
This warrant will allow the investor to purchase CEL-SCI common stock
at a price that is equal to the closing market price on June 26, 2009.
The warrants will have a life of 5 years and will be registered with
the next registration statement.
3) If there is an earlier financing that triggers a reset under the
convertible debentures, CEL-SCI will issue the warrants to be issued
to Mr. de Clara pursuant to No. 2 at such earlier time at the same
price as the reset price.
4) If there is no earlier financing that triggers a reset under the
convertible debentures, CEL-SCI will also offer a right of
participation to Maximilian de Clara for the whole amount due under
the promissory note.
CEL-SCI CORPORATION
By: /s/ Geert R. Kersten
------------------------------
Geert R. Kersten, Chief Executive Officer
ADDRESS OF BORROWER
8229 Boone Boulevard, Suite 802
Vienna, VA 22182, USA
703-506-9460
Countersigned by:
Maximilian de Clara
/s/ Maximilian de Clara
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2nd Amendment to PROMISSORY NOTE
June 25, 2009
On December 28, 2008, CEL-SCI Corporation (Borrower) signed a promissory note
to Maximilian de Clara or order (the Note Holder). On April 30, 2009 Borrower
signed a 1st Amendment to this Promissory Note due to CEL-SCI's inability to
repay the funds. Today Borrower and Note Holder agree to a 2nd Amendment to the
Promissory Note. The note is being amended as follows:
All terms of the note will stay the same except for:
1) The amount payable under the note is now $1,099,265.07.
2) The note will continue to be secured by the Company's assets (UCC lien
filed December 2008).
3) Interest at an annual rate of 15% will be payable monthly.
4) The note will become a 5 year note. CEL-SCI will not have the
right to prepay the note at an earlier time, but the Holder may
request repayment in full or in part at any time after October 1,
2009 on 10 days notice.
5) The note, in whole or in smaller increments, will be convertible
at the holder's option into CEL-SCI common stock at a price of
$0.40 per CEL-SCI common share, subject to the customary
adjustments. CEL-SCI agrees to deliver the shares within 3
trading days of conversion notice.
6) CEL-SCI will immediately award Holder 1,648,898 warrants to
purchase CEL-SCI common stock at $0.50. These warrants have a
life of 5 years from the date of grant.
7) The shares underlying the convertible note and the warrants, as
well as the warrants issued pursuant to the 1st Amendment to the
promissory Note, will be added to the next registration statement
by CEL-SCI. CEL-SCI will make every effort to have these shares
registered within 4 months.
All other terms and conditions of said Note shall remain in full force and
effect. This amendment shall be subject to said terms and conditions.
IN WITNESS WHEREOF, the Borrower has executed and delivered said Promissory
Note Amendment as of the day and year first above written.
WITNESS: BORROWER:
CEL-SCI CORPORTION
By:/s/ Geert Kersten
-------------------------------
Geert Kersten
Chief Executive Officer
IN WITNESS WHEREOF, the Lender hereby acknowledges and accepts said Promissory
Note Amendment as of the day and year first above written.
WITNESS: LENDER:
MAXIMILIAN DE CLARA
By:/s/ Maximilian De Clara
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EXHIBIT 31
EXHIBIT 32