Contract
THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE
OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER
SAID
ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO CERTIFIED SERVICES, INC. THAT SUCH REGISTRATION IS NOT
REQUIRED.
COMMON
STOCK PURCHASE WARRANT
Right
to
Purchase 100,000 Shares of Common Stock of
NanoViricides,
Inc., a corporation organized under the laws of the State of Nevada (the
“Corporation”) hereby certifies that, for value received, ___________ or its
successors or assigns (the “Holder”) is entitled to purchase from the
Corporation upon the due exercise hereof, and subject to the terms and
conditions herein, from the date of issue of this warrant (the “Warrant”) until
July 31, 2006 (the "Expiration Date"), all or any part of 100,000 fully paid
and
non-assessable shares of common stock, par value $.001 per share (the "Common
Stock") of the Corporation, upon surrender hereof, with the exercise form
annexed hereto duly completed and executed, at the office of the Corporation
and
upon simultaneous payment therefore in cash or by certified or official bank
check, payable to the order of the Corporation, at a price per share of $.25
(the "Exercise Price") subject to adjustment as provided herein.
1. Restriction
on Transfer. No
resale
of the Warrant or of any of the shares of Common Stock underlying the exercise
of the Warrant (the “Underlying Stock”) will be made unless such resale is
registered pursuant to a registration statement filed by the Corporation with
the Securities and Exchange Commission (the "Commission") or an exemption from
registration under the Securities Act of 1933, as amended (the "Act"). By
acceptance of this agreement, the Holder agrees, for itself and all subsequent
holders, that prior to making any disposition of the Warrant or of any
Underlying Stock, the Holder shall give written notice to the Corporation
describing briefly the proposed disposition; and no such disposition shall
be
made unless and until ( i ) the Corporation has notified the Holder that, in
the
opinion of counsel satisfactory to it, no registration or other action under
the
Act is required with respect to such disposition (which opinion may be
conditioned upon the transferee's assuming the Holder's obligation hereunder);
or (ii) a registration statement under the Act has been filed by the Corporation
and declared effective by the Commission or other such similar action has been
taken.
Page
1 of 5
2. Expiration
of Warrant.
Unless
this Warrant and the Exercise price are tendered as herein provided before
the
close of business on the Expiration Date, this Warrant will become wholly void
and all rights and obligations set forth herein shall expire and
terminate.
3. Partial
Exercise.
If this
Warrant is exercised for less than all the shares purchasable upon the exercise
hereof, the Warrant shall be surrendered by the Holder and replaced with a
new
warrant of like tender in the name of the Holder providing for the right to
purchase the number of shares of Underlying Stock as to which this Warrant
has
not yet been exercised.
4. Adjustments.
The
Exercise Price and the number of shares of Underlying Stock of the Corporation
issuable pursuant to such exercise is subject to adjustment as
follows:
(a) In
case
the Corporation shall at any time declare a stock dividend or stock split on
the
outstanding shares of Common Stock in shares of its Common Stock, then the
Exercise Price and number of shares of Underlying Stock shall be proportionately
adjusted so that the holder of any Warrant exercised after such time shall
be
entitled to receive the aggregate number and kind of shares which if such
Warrant had been exercised immediately prior to such time, he or she would
have
owned upon such exercise and been entitled to receive by virtue of such
dividend.
(b) In
any
case the Corporation shall at any time subdivide or combine the outstanding
shares of the Common Stock, the Exercise Price, initial or adjusted, in effect
immediately prior to such subdivision or combination shall forthwith be
proportionately decreased in the case of subdivision or increased in the case
of
combination.
(c) In
case
of any capital reorganization, sale of substantially all the assets of the
Corporation, or any reclassification of the shares of Common Stock of the
Corporation, or in case of any consolidation with or merger of the Corporation
into or with another corporation, then as a part of such reorganization sale
reclassification, consolidation or merger, as the case may be, provision shall
be made so that the registered owner of the Warrant evidenced hereby shall
have
the right thereafter to receive upon the exercise thereof the kind and amount
of
shares of stock or other securities or property which he would have been
entitled to receive if immediately prior to such reorganization,
reclassification, consolidation or merger, he had held the number of shares
of
Underlying Stock which were then issuable upon the exercise of the Warrant
evidenced hereby, to the end that the provisions set forth (including provisions
with respect to adjustments of the Exercise Price) shall thereafter be
applicable, as nearly as reasonably may be, in relation to any shares of stock
or other property thereafter deliverable upon the exercise of such Warrants.
Page
2 of 5
(d) If
the
Corporation at any time makes any spin-off, split-off, or distribution of assets
upon or with respect to its Common Stock, as a liquidating or partial
liquidating dividend, spin-off, or by way of return of capital, or other than
as
dividend payable out of earnings or any surplus legally available for dividends
under the laws of the State of Nevada, the holder of each Warrant then
outstanding shall, upon the exercise of the Warrant, receive, in addition to
the
shares of Common Stock then issuable on exercise of the Warrant, the amount
of
such assets (or, at the option of the Corporation, a sum equal to the value
thereof at the time of the distributions) which would have been payable to
such
holder had he or she exercised the Warrant immediately prior to the record
date
for such distribution.
(e) When
any
adjustment is required to be made to the Exercise Price, the number of shares
of
Common Stock issuable shall be determined as provided for in paragraph (f)
hereof. No fractional shares of Common Stock shall be issued upon the exercise
of the Warrant. The Corporation shall round all fractional shares to the next
whole share.
(f) Whenever
the Exercise Price is adjusted as provided above, the number of shares of
Underlying Stock immediately prior to such adjustment shall be increased,
effective simultaneously with such adjustment, by a number of shares of Common
Stock computed by multiplying such number of shares of Common Stock by a
fraction, the numerator of which is the Exercise Price in effect immediately
prior to such adjustment and the denominator of which is the Exercise Price
in
effect upon such adjustment, and the number of shares of Underlying Stock
arrived at by making said computation shall be added to the number of shares
of
Underlying Stock immediately prior to such adjustment. The total number of
shares arrived at by making the computation provided for in the immediately
preceding sentence shall thereupon be the number of shares of Common Stock
issuable upon exercise or the Warrant and the Corporation shall forthwith
determine the new Exercise Price, and (a) prepare a statement describing in
reasonable detail the method used in arriving at the new Exercise Price; and
(b)
cause a copy of such statement to be mailed to the Holder within twenty (20)
days after the date when the circumstance giving rise to the adjustments
occurred.
5. Delivery
of Underlying Stock.
As soon
as practicable after the exercise hereof, the Corporation shall deliver a
certificate or certificates for the number of full shares of Underlying Stock,
all of which shall be fully paid and nonassessable, to the person or persons
entitled to receive the same provided no sale, offer to sell or transfer of
the
Underlying Stock or of this Warrant, or of any shares or other securities issued
in exchange for or in respect of such shares, shall be made unless a
registration statement under the Act, with respect to such shares, is in effect
or an exemption from the registration requirements of such Act is applicable
to
such shares.
Page
3 of 5
6. Miscellaneous.
This
Warrant and any term hereof may be changed, waived, discharged or terminated
only by an instrument in writing signed by the party against which enforcement
of such change, waiver, discharge or termination is sought. This Warrant shall
be governed by and construed in accordance with the laws of State of Nevada
without regard to principles of conflicts of laws. Any action brought concerning
the transactions contemplated by this Warrant shall be brought only in the
state
courts of New York or in the federal courts located in the state of New York;
provided, however, that the Corporation may choose to waive this provision
and
bring an action outside the state of New York. The individuals executing this
Warrant on behalf of the Corporation agree to submit to the jurisdiction of
such
courts and waive trial by jury. In the event that any provision of this Warrant
is invalid or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule
of
law. Any such provision which may prove invalid or unenforceable under any
law
shall not affect the validity or enforceability of any other provision of this
Warrant. The headings in this Warrant are for purposes of reference only, and
shall not limit or otherwise affect any of the terms hereof. The invalidity
or
unenforceability of any provision hereof shall in no way affect the validity
or
enforceability of any other provision.
Dated: July
____, 2005
By:
__________________
Name:
Title"
Warrant
Holder: _______________________________________
Address:
_____________________________________________
City:
________________________________________________
State:
_____________________________ Zip Code: _________
Page
4 of 5
EXERCISE
FORM
The
undersigned irrevocably exercises this Warrant to the extent of
____________shares of the Common Stock of NanoViricides, Inc., called for
hereby, and hereby makes payment thereof, all at the price and on the terms
and
conditions specified herein.
___________________________
SIGNATURE
Name:
_______________________________________
Address:
_____________________________________
City:
________________________________________
State:
________________________Zip Code: _______
Date: _____________,
200_
Page
5 of 5
