Cel Sci Corp Sample Contracts
EXHIBIT 10(d)Employment Agreement • January 22nd, 2003 • Cel Sci Corp • Biological products, (no disgnostic substances) • Virginia
WARRANTWarrant Agreement • January 14th, 2000 • Cel Sci Corp • Biological products, (no disgnostic substances)
CEL-SCI CORPORATION PLACEMENT AGENT’S WARRANTSecurity Agreement • March 10th, 2017 • Cel Sci Corp • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after six (6) months following the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on March 8, 2022 (the “Termination Date”) but not thereafter, to subscribe for and purchase from CEL-SCI Corporation, a Colorado corporation (the “Company”), up to 750,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to the Engagement Agreement, dated March 7, 2017, between the Company and Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 2nd, 2016 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 1, 2016, between CEL-SCI Corporation, a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EXHIBIT 10(sss) SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of April 30, 2017, between CEL-SCI Corporation, a Colorado corporation (the "Company"), and each purchaser identified on the signature...Securities Purchase Agreement • May 2nd, 2017 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
EXHIBIT 10(k)Common Stock Purchase Warrant • July 2nd, 2009 • Cel Sci Corp • Biological products, (no disgnostic substances)
UNDERWRITING AGREEMENT between CEL-SCI CORPORATION and THINKEQUITY LLC as Representative of the Several Underwriters CEL-SCI CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • May 23rd, 2025 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
The undersigned, CEL-SCI Corporation, a corporation formed under the laws of the State of Colorado (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of CEL- SCI Corporation, the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
EXHIBIT 10 (kk) CEL-SCI CORPORATION WARRANT TO PURCHASE ___ SHARES OF COMMON STOCK(1)Warrant Agreement • April 15th, 2014 • Cel Sci Corp • Biological products, (no disgnostic substances)
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of March 15, 2000, among Cel-Sci Corporation, a Colorado corporation (the "Company"), and the investors signatory hereto (each such...Registration Rights Agreement • April 12th, 2000 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
EXHIBIT 10 (fff) CEL-SCI CORPORATION SUBSCRIPTION AGREEMENT 1. Subscription. I hereby agree to purchase 3,000,000 Units of CEL-SCI Corporation (the "Company") at a price of $0.37 per Unit (US$) in accordance with the terms and conditions of this...Subscription Agreement • January 15th, 2016 • Cel Sci Corp • Biological products, (no disgnostic substances) • Virginia
EXHIBIT 1.1 4,761,905 SHARES OF COMMON STOCK AND 4,761,905 WARRANTS OF CEL-SCI CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • December 19th, 2013 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 29th, 2018 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 28, 2018, between CEL-SCI Corporation, a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EXHIBIT 1.1 8,800,000 SHARES OF COMMON STOCK AND 2,200,000 WARRANTS TO PURCHASE COMMON STOCK OF CEL-SCI CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • April 15th, 2014 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
EXHIBIT 1.1 17,826,087 SHARES OF COMMON STOCK AND 17,826,087 WARRANTS OF CEL- SCI CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • October 10th, 2013 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
EXHIBIT 10(d)Employment Agreement • April 26th, 2005 • Cel Sci Corp • Biological products, (no disgnostic substances) • Virginia
ARTICLE 1Common Stock Purchase Agreement • September 24th, 2003 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 14th, 2000 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 12th, 2000 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANT CEL-SCI CORPORATIONPre-Funded Common Stock Purchase Warrant • December 31st, 2024 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from CEL-SCI Corporation, a Colorado corporation (the “Company”), up to ______ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT SERIES CC CEL-SCI CORPORATIONCommon Stock Purchase Warrant • December 2nd, 2016 • Cel Sci Corp • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December 7, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on December 7, 2021 (the “Termination Date”) but not thereafter, to subscribe for and purchase from CEL-SCI Corporation, a Colorado corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXHIBIT 4(q) NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Securities Agreement • May 2nd, 2017 • Cel Sci Corp • Biological products, (no disgnostic substances)
NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION...Stock Purchase Warrant • September 24th, 2003 • Cel Sci Corp • Biological products, (no disgnostic substances) • Colorado
June 18, 2012 CONFIDENTIAL Mr. Geert Kersten Director and Chief Executive Office CEL-SCI Corporation 8229 Boone Boulevard Suite 802 Vienna, VA 22182 Dear Mr. Kersten: This letter (the "Agreement") constitutes the agreement between Chardan Capital...Placement Agent Agreement • June 21st, 2012 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
EXHIBIT 10(d)Employment Agreement • June 9th, 2003 • Cel Sci Corp • Biological products, (no disgnostic substances) • Virginia
EXHIBIT 4(r) NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Security Agreement • May 2nd, 2017 • Cel Sci Corp • Biological products, (no disgnostic substances)
UNDERWRITING AGREEMENT between CEL-SCI CORPORATION and THINKEQUITY LLC as Representative of the Several Underwriters CEL-SCI CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • February 13th, 2024 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
The undersigned, CEL-SCI Corporation, a corporation formed under the laws of the State of Colorado (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of CEL- SCI Corporation, the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
PLACEMENT AGENT’S COMMON STOCK PURCHASE WARRANT SERIES WW CEL-SCI CORPORATIONSecurities Agreement • June 29th, 2018 • Cel Sci Corp • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after six (6) months following the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 28, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from CEL-SCI Corporation, a Colorado corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain engagement letter, dated as of June 26, 2018, by and between the Company and H.C. Wainwright & Co., LLC.
AND 1,973,684 WARRANTS TO PURCHASE COMMON STOCK OF CEL-SCI CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • October 23rd, 2014 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
The undersigned, CEL-SCI Corporation, a company incorporated under the laws of the State of Colorado (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of CEL-SCI Corporation, the "Company"), hereby confirms its agreement (this "Agreement") with the several underwriters (such underwriters, including the Representative (as defined below), the "Underwriters" and each an "Underwriter") named in Schedule I hereto for which Laidlaw & Company (UK) Ltd. is acting as representative to the several Underwriters (the "Representative" and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 19th, 2016 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 17, 2016, between CEL-SCI Corporation, a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AMENDMENT TO EMPLOYMENT AGREEMENT The term of the Employment Agreement between CEL-SCI Corporation and Maximilian de Clara is extended to August 30, 2016. Dated: August 30, 2013 CEL-SCI CORPORATIONEmployment Agreement • August 30th, 2013 • Cel Sci Corp • Biological products, (no disgnostic substances)
EXHIBIT 1.1 PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 23rd, 2015 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
RECITALSSecurities Exchange Agreement • August 23rd, 2001 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
STRICTLY CONFIDENTIAL CEL-SCI CorporationExclusive Agency Agreement • June 29th, 2018 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
RECITALSEmployment Agreement • September 6th, 2011 • Cel Sci Corp • Biological products, (no disgnostic substances) • Virginia
EXHIBIT 10(x)Distribution Agreement • October 31st, 2003 • Cel Sci Corp • Biological products, (no disgnostic substances) • Virginia