2800D:42
SERIES A
WARRANT
FOR
COMMON
STOCK
CEL-SCI
CORPORATION No. W -
Warrants
THIS IS TO CERTIFY that, for value received and
subject to the terms and conditions herein set forth,
or registered assigns
(the "Warrant Holder"), is entitled to purchase, pursuant to
this Warrant, at any time before 12:00 p.m. on February 7,
2000, at a price of $18.00 per share, as adjusted from time to
time as herein set forth (the "Purchase Price"), one share of
the common stock, (the "Common Stock"), of Cel-Sci Corporation,
a Colorado corporation (the "Company"), for each warrant
represented by this certificate. The shares of Common Stock
purchasable upon exercise of the Warrant are herein called the
"Warrant Stock." Notwithstanding anything contained herein to
the contrary, this Warrant may not be exercised unless a
current Registration Statement covering the Warrant Stock is in
effect with the Securities and Exchange Commission and any
applicable state securities commission.
1. Term of Warrant. Subject to the foregoing, this
Warrant may be exercised at any time prior to 12:00 p.m. on
February 7, 2000, or earlier if so terminated by the Company
under Paragraph 2; provided, however, that the Company may
extend the exercise period of this Warrant by giving notice of
such extension.
2. Notice of Earlier Termination. The Company, upon
30 days notice, may accelerate the expiration date of this
Warrant, provided, however, that at the time the Company gives
such notice of acceleration (1) the Company has in effect a
current registration statement with the United States
Securities Exchange Commission covering the shares of the
Common Stock issuable upon the exercise of this Warrant and (2)
at any time during the 30 day period preceding such notice, the
average closing bid price of the Company's Common Stock has
been at least 20% higher than the warrant exercise price for
15 consecutive trading days. All Warrants not exercised within
the 30day period will expire.
3. Adjustment for Merger, Consolidation, etc. If
there is any change in the Common Stock of the Company through
merger, consolidation, reclassification, reorganization,
recapitalization, or other change in the capital structure of
the Company, appropriate adjustments will be made so that the
Warrant Holder has the right thereafter to receive, upon the
exercise of the Warrant, the kind and amounts of shares of
stock or other securities or property to which it would have
been entitled if, immediately prior to such merger,
consolidation, reclassification, reorganization,
recapitalization, or other change in the capital structure, it
had held the number of shares of Common Stock that were then
purchasable upon the exercise of the
Warrant.
4. Adjustment to Purchase Price. The Company may,
in
its sole discretion, lower the purchase price at any time, or
from time to time. When any adjustment is made in the Purchase
Price, the Company shall cause a copy
of such statement to be mailed to the Warrant Holder, as of a
date within ten days after the date when the purchase price has
been adjusted.
5. Reservation of Common Stock. The Company agrees
that the number of shares of Common Stock sufficient to provide
for the exercise of the Warrant upon the basis herein set forth
will at all times during the term of this Warrant be reserved
for the exercise thereof.
6. Manner of Exercise. Exercise may be made of all
or any part of the Warrant by surrendering it, with the
purchase form provided for herein duly executed by the Warrant
Holder or by the Warrant Holder's duly authorized attorney,
plus payment of the Purchase Price in cash at the office of the
Company's transfer agent, or at such other office or agency as
the Company may designate in writing.
7. Issuance of Common Stock upon Exercise. The
Company, at its expense, shall cause to be issued, within ten
days after exercise of this Warrant, a certificate or
certificates in the name requested by the Warrant Holder of the
number of shares of Common Stock (or other securities or
property or combination thereof) to which the Warrant Holder is
entitled upon such exercise. All shares of Common Stock or
other securities delivered upon the exercise of the Warrant
shall be validly issued, fully paid, and non-assessable.
Irrespective of the date of issuance and delivery of a
certificate or certificates for any shares of Common Stock or
other securities or property or combination thereof issuable
upon the exercise of this Warrant, each person (including a
corporation) in whose name any such certificate or certificates
is to be issued will for all purposes be deemed to have become
the holder of record of the Common Stock, the securities,
and/or property represented thereby on the date on which a duly
executed notice of exercise of this Warrant and payment for the
number of shares of Warrant Stock as to which this Warrant
Holder has exercised are delivered to the Company.
8. No Right as Stockholder. The Warrant Holder is
not, by virtue of ownership of the Warrant, entitled to any
rights whatsoever of a stockholder of the Company.
9. No Dilution or Impairment. The Company will not,
by amendment of its certificate of incorporation or through
reorganization, consolidation, merger, dissolution, sale of
assets, or any other voluntary 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 take all such
action as may be necessary or appropriate in order to protect
the rights of the Warrant Holder against dilution or other
impairment.
10. Assignment. This Warrant is freely assignable by
the Warrant Holder hereof.
EXECUTED on this day of , 1997.
CEL-SCI CORPORATION
By
President
2800D:43-44
ELECTION TO
PURCHASE The undersigned hereby irrevocably elects to
exercise
warrants represented by this Warrant Certificate, and to
purchase the common shares issuable upon the exercise of such
warrants, and requests that the certificates for such shares
shall be issued in the name of:
Address
Social Security or
other identifying
number
and be delivered to
Name
at Address
and, if said number of Warrants shall not be all the
Warrants evidenced by this Warrant certificate, that a new
Warrant certificate for the balance of such Warrants be
registered in the name of, and delivered to, the
undersigned at the address stated below.
Dated: , 19
Name of Warrantholder:
Address:
Signature:
2800D:45