EXHIBIT 4.20
THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED
OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN
OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
WARRANT TO PURCHASE
COMMON STOCK, PAR VALUE $.00001 PER SHARE
OF
ADVANCED VIRAL RESEARCH CORP.
-------------------------------------
This certifies that, for value received, Focus Investors LLC,
or registered assigns ("Warrantholder"), is entitled to purchase from ADVANCED
VIRAL RESEARCH CORP. (the "Company"), subject to the provisions of this Warrant,
at any time and from time to time until 5:00 p.m. Eastern Standard Time on
August 3, 2004 one million (1,000,000) shares of the Company's Common Stock, par
value $.00001 per share ("Warrant Shares"). The purchase price payable upon the
exercise of this Warrant shall be $.2461 per Warrant Share. The Warrant Price
and the number of Warrant Shares which the Warrantholder is entitled to purchase
is subject to adjustment upon the occurrence of the contingencies set forth in
Section 3 of this Warrant; as adjusted from time to time, such purchase price is
hereinafter referred to as the "Warrant Price."
This Warrant is one of the Warrants to Purchase Common Stock (the
"Warrants"), evidencing the right to purchase Common Stock of the Company,
issued pursuant to a Securities Purchase Agreement (the "Securities Purchase
Agreement"), dated August 3, 1999, between the Company and the Purchasers
identified therein. The Securities Purchase Agreement contains certain
additional terms that are binding upon the Company and each Warrantholder. A
copy of the Securities Purchase Agreement may be obtained by any registered
Warrantholder from the Company upon written request. Capitalized terms used but
not defined herein shall have the meanings set forth in the Securities Purchase
Agreement.
This Warrant is subject to the following terms and conditions:
I. Exercise of Warrant.
(a) This Warrant may be exercised in whole or in part
but not for a fractional share. Upon delivery of this Warrant at the offices of
the Company or at such other address as the Company may designate by notice in
writing to the registered holder hereof with the Subscription Form annexed
hereto duly executed, accompanied by payment of the Warrant Price for the number
of Warrant Shares purchased (in cash, by certified, cashier's or other check
acceptable to the Company, by Common Stock of the Company having a Market Value
(as hereinafter defined) equal to the aggregate Warrant Price for the Warrant
Shares to be purchased, or any combination of the foregoing), the registered
holder of this Warrant shall be entitled to receive a certificate or
certificates for the Warrant Shares so purchased. Such certificate or
certificates shall be promptly delivered to the Warrantholder. Upon any partial
exercise of this Warrant, the Company shall promptly execute and deliver a new
Warrant of like tenor for the balance of the Warrant Shares purchasable
hereunder.
(b) In lieu of exercising this Warrant pursuant to
Section 1(a), the holder may elect to receive shares of Common Stock equal to
the value of this Warrant determined in the manner described below (or any
portion thereof remaining unexercised) upon delivery of this Warrant at the
offices of the Company or at such other address as the Company may designate by
notice in writing to the registered holder hereof with the Notice of Cashless
Exercise Form annexed hereto duly executed. In such event the Company shall
issue to the holder a number of shares of the Company's Common Stock computed
using the following formula:
X = Y (A-B)
-------
A
Where X = the number of shares of Common Stock to be issued to the holder.
Y = the number of shares of Common Stock purchasable under this Warrant
(at the date of such calculation).
A = the Market Value of the Company's Common Stock on the business day
immediately preceding the day on which the Notice of Cashless
Exercise is received by the Company.
B = Warrant Price (as adjusted to the date of such calculation).
(c) The Warrant Shares deliverable hereunder shall,
upon issuance, be fully paid and non-assessable and the Company agrees that at
all times during the term of this Warrant it shall cause to be reserved for
issuance such number of shares of its Common Stock as shall be required for
issuance and delivery upon exercise of this Warrant.
(d) For purposes of this Warrant, the Market Value of
a share of Common Stock on any date shall be determined as follows:
(i) If the Common Stock is listed on
NASDAQ, the closing bid price on the
date of valuation;
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(ii) If the Common Stock is listed on the
New York Stock Exchange or the
American Stock Exchange, the closing
bid price on such exchange on the
date of valuation;
(iii) If neither (i) nor (ii) apply but
the Common Stock is quoted in the
over-the-counter market, another
recognized exchange, on the pink
sheets or the OTC Bulletin Board,
the lesser of (A) the lowest sales
price or (B) the mean between the
last reported "bid" and "asked"
prices thereof on the date of
valuation; and
(iv) if the Common Stock is not traded on
a national securities exchange or in
the over-the-counter market, the
fair market value of a share of
Common Stock on such date as
determined in good faith by the
Board of Directors.
If the holder disagrees with the determination of the Market Value of any
securities of the Company determined by the Board of Directors under Section
1(d)(iv), the Market Value of such securities shall be determined by an
independent appraiser acceptable to the Company and the holder (or, if they
cannot agree on such an appraiser, by an independent appraiser selected by each
of them, and Market Value shall be the median of the appraisals made by such
appraisers). If there is one appraiser, the cost of the appraisal shall be
shared equally between the Company and the holder. If there are two appraisers,
each of the Company and the holder shall pay for its own appraisal.
(e) The Company will, at the time of the exercise,
exchange or transfer of this Warrant, upon the request of the registered
Warrantholder hereof, acknowledge in writing its continuing obligation to afford
to such Warrantholder or transferee any rights (including, without limitation,
any right to registration of the Company's shares of Common Stock) to which such
Warrantholder or transferee shall continue to be entitled after such exercise,
exchange or transfer in accordance with the provisions of this Warrant, provided
that if the registered Warrantholder of this Warrant shall fail to make any such
request, such failure shall not affect the continuing obligation of the Company
to afford to such Warrantholder or transferee any such rights.
II. Transfer or Assignment of Warrant. (a) Any assignment
or transfer of this Warrant shall be made by surrender of this Warrant at the
offices of the Company or at such other address as the Company may designate in
writing to the registered holder hereof with the Assignment Form annexed hereto
duly executed and accompanied by payment of any requisite transfer taxes, and
the Company shall, without charge, execute and deliver a new Warrant of like
tenor in the name of the assignee for the portion so assigned in case of only a
partial assignment, with a new Warrant of like tenor to the assignor for the
balance of the Warrant Shares purchasable.
(b) Prior to any assignment or transfer of this
Warrant, the holder thereof shall deliver an opinion of counsel to the Company
to the effect that the proposed transfer may be effected without registration
under the Act.
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III. Adjustment of Warrant Price and Warrant Shares --
Anti-Dilution Provisions.
A. (1) Except as hereinafter provided, in
case the Company shall at any time after the date
hereof issue any shares of Common Stock (including
shares held in the Company's treasury) without
consideration, then, and thereafter successively upon
each issuance, the Warrant Price in effect
immediately prior to each such issuance shall
forthwith be reduced to a price determined by
multiplying the Warrant Price in effect immediately
prior to such issuance by a fraction:
(a) the numerator of which shall
be the total number of shares
of Common Stock outstanding
immediately prior to such
issuance, and
(b) the denominator of which shall
be the total number of shares
of Common Stock outstanding
immediately after such
issuance.
For the purposes of any computation to be made in accordance
with the provisions of this clause (1), the following provisions shall be
applicable:
(i) Shares of Common Stock
issuable by way of dividend
or other distribution on any
stock of the Company shall be
deemed to have been issued
and to be outstanding at the
close of business on the
record date fixed for the
determination of stockholders
entitled to receive such
dividend or other
distribution and shall be
deemed to have been issued
without consideration. Shares
of Common Stock issued
otherwise than as a dividend
or other distribution, shall
be deemed to have been issued
and to be outstanding at the
close of business on the date
of issue.
(ii) The number of shares of
Common Stock at any time
outstanding shall not include
any shares then owned or held
by or for the account of the
Company.
(2) In case the Company shall at any
time subdivide or combine the outstanding
shares of Common Stock, the Warrant Price
shall forthwith be proportionately decreased
in the case of the subdivision or
proportionately increased in the case of
combination
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to the nearest one cent. Any such adjustment
shall become effective at the close of
business on the date that such subdivision
or combination shall become effective.
B. In the event that the number of outstanding shares
of Common Stock is increased by a stock dividend payable in
shares of Common Stock or by a subdivision of the outstanding
shares of Common Stock, which may include a stock split, then
from and after the time at which the adjusted Warrant Price
becomes effective pursuant to the foregoing Subsection A of
this Section by reason of such dividend or subdivision, the
number of shares issuable upon the exercise of this Warrant
shall be increased in proportion to such increase in
outstanding shares. In the event that the number of
outstanding shares of Common Stock is decreased by a
combination of the outstanding shares of Common Stock, then,
from and after the time at which the adjusted Warrant Price
becomes effective pursuant to such Subsection A of this
Section by reason of such combination, the number of shares
issuable upon the exercise of this Warrant shall be decreased
in proportion to such decrease in outstanding shares.
C. In the event of an adjustment of the Warrant
Price, the number of shares of Common Stock (or reclassified
stock) issuable upon exercise of this Warrant after such
adjustment shall be equal to the number determined by
dividing:
(1) an amount equal to the product of
(i) the number of shares of Common
Stock issuable upon exercise of this
Warrant immediately prior to such
adjustment, and (ii) the Warrant
Price immediately prior to such
adjustment, by
(2) the Warrant Price immediately after
such adjustment.
D. In the case of (1) any reorganization or
reclassification of the outstanding shares of Common Stock
(other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a
subdivision or combination) or (2) any consolidation of the
Company with, or merger of the Company with, another
corporation, or in the case of any sale, lease or conveyance
of all, or substantially all, of the property, assets,
business and goodwill of the Company as an entity, the holder
of this Warrant shall thereafter have the right upon exercise
to purchase the kind and amount of shares of stock and other
securities and property receivable upon such reorganization,
reclassification, consolidation, merger or sale by a holder of
the number of shares of Common Stock which the holder of this
Warrant would have received had all Warrant Shares issuable
upon exercise of this Warrant been issued immediately prior to
such reorganization, reclassification, consolidation, merger
or sale, at a price equal to the Warrant Price then in effect
pertaining to this Warrant (the kind, amount and price of such
stock and other
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securities to be subject to adjustment as herein provided).
The Company shall not effect a transaction of the type
described in clause (2) of this sub-paragraph (D) unless upon
or prior to the consummation thereof, the Company's successor
corporation, or if the Company shall be the surviving company
in any such transaction but is not the issuer of the shares of
stock, securities or other property to be delivered to the
holders of the Company's outstanding shares of Common Stock at
the effective time thereof, then such issuer, shall assume in
writing the obligation hereunder to deliver to the
Warrantholder of this Warrant such shares of stock,
securities, cash or other property as such holder shall be
entitled to purchase in accordance with the provisions hereof.
E. In case the Company shall, at any time prior to
the expiration of this Warrant and prior to the exercise
thereof, dissolve, liquidate or wind up its affairs, the
Warrantholder shall be entitled, upon the exercise thereof, to
receive, in lieu of the Warrant Shares of the Company which it
would have been entitled to receive, the same kind and amount
of assets as would have been issued, distributed or paid to it
upon such Warrant Shares of the Company, had it been the
holder of record of shares of Common Stock receivable upon the
exercise of this Warrant on the record date for the
determination of those entitled to receive any such
liquidating distribution. After any such dissolution,
liquidation or winding up which shall result in any
distribution in excess of the Warrant Price provided for by
this Warrant, the Warrantholder may at its option exercise the
same without making payment of the aggregate Warrant Price and
in such case the Company shall upon the distribution to said
Warrantholder consider that the aggregate Warrant Price has
been paid in full to it and in making settlement to said
Warrantholder, shall deduct from the amount payable to such
Warrantholder an amount equal to the aggregate Warrant Price.
Except as otherwise expressly provided in the prior paragraph,
in the event of any dissolution of the Company following the
transfer of all or substantially all of its properties or
assets, the Company, prior to such dissolution, shall at its
expense deliver or cause to be delivered the stock and other
securities and property (including cash, where applicable)
receivable by the holders of the Warrants after the effective
date of such dissolution pursuant to this sub-paragraph (E) to
a bank or trust company having its principal office in New
York City, as trustee for the holder or holders of the
Warrants.
F. Except as otherwise expressly provided in this
Section II, upon any reorganization, consolidation, merger or
transfer (and any dissolution following any transfer) referred
to in this Section II, this Warrant shall continue in full
force and effect and the terms hereof shall be applicable to
the shares of stock and other securities and property
receivable on the exercise of this Warrant after the
consummation of such reorganization, consolidation or merger
or the effective date of dissolution following any such
transfer, as the case may be, and shall be binding upon the
issuer of any such stock or other securities, including, in
the case of any
6
such transfer, the person acquiring all or substantially all
of the properties or assets of the Company, whether or not
such person shall have expressly assumed the terms of this
Warrant.
G. In case the Company shall, at any time prior to
the expiration of this Warrant and prior to the exercise
thereof make a distribution of assets (other than cash) or
securities of the Company to its stockholders (the
"Distribution") the Warrantholder shall be entitled, upon the
exercise thereof, to receive, in addition to the Warrant
Shares it is entitled to receive, the same kind and amount of
assets or securities as would have been distributed to it in
the Distribution had it been the holder of record of shares of
Common Stock receivable upon exercise of this Warrant on the
record date for determination of those entitled to receive the
Distribution.
H. Irrespective of any adjustments in the number of
Warrant Shares and the Warrant Price or the number or kind of
shares purchasable upon exercise of this Warrant, this Warrant
may continue to express the same price and number and kind of
shares as originally issued.
III. Officer's Certificate. Whenever the number of Warrant
Shares and the Warrant Price shall be adjusted pursuant to the provisions
hereof, the Company shall forthwith file at its principal executive office an
officers' certificate, signed by the Chairman of the Board, President, or one of
the Vice Presidents of the Company and by its Chief Financial Officer or one of
its Treasurers or Assistant Treasurers, stating the adjusted number of Warrant
Shares and the new Warrant Price calculated to the nearest one hundredth and
setting forth in reasonable detail the method of calculation and the facts
requiring such adjustment and upon which such calculation is based. Each
adjustment shall remain in effect until a subsequent adjustment hereunder is
required. A copy of such statement shall be mailed to the Warrantholder at its
address in the records of the Company in accordance with the notice provision of
the Securities Purchase Agreement. The Company will forthwith mail a copy of
each such certificate to each holder of a Warrant, and will, on the written
request at any time of any holder of a Warrant, furnish to such holder a like
certificate setting forth the Warrant Price and the number and type of Shares at
the time in effect and showing how it was calculated.
IV. Charges, Taxes and Expenses. The issuance of
certificates for Warrant Shares upon any exercise of this Warrant shall be made
without charge to the Warrantholder for any tax or other expense in respect to
the issuance of such certificates, all of which taxes and expenses shall be paid
by the Company, and such certificates shall be issued only in the name of the
Warrantholder.
V. No Dilution or Impairment. The Company will not, by
amendment of its Articles of Incorporation or By-laws, or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of the Warrants, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary
7
or appropriate in order to protect the rights of the holders of the Warrants, as
specified herein and in the Securities Purchase Agreement, against dilution (to
the extent specifically provided herein) or other impairment. Without limiting
the generality of the foregoing, the Company (a) will not increase the par value
of any shares of stock receivable on the exercise of the Warrants above the
amount payable therefor on such exercise, and (b) will not effect a subdivision
or split up of shares or similar transaction with respect to any class of the
Common Stock without effecting an equivalent transaction with respect to all
other classes of Common Stock.
VI. Notice of Record Date. In case of
(a) any taking by the Company of a record of the
holders of any class of its securities for the purpose of determining the
holders thereof who are entitled to receive any dividend or other distribution,
or any right to subscribe for, purchase or otherwise acquire any shares of stock
of any class or any other securities or property, or to receive any other right,
or
(b) any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the Company or any
transfer of all or substantially all the assets of the Company to or
consolidation or merger of the Company with or any voluntary or involuntary
dissolution, liquidation or winding up of the Company, or
(c) events shall have occurred resulting in the
voluntary or involuntary dissolution, liquidation or winding up of the Company
then and in each such event the Company will mail or cause to be mailed to each
holder of a Warrant a notice specifying (i) the date on which any record is to
be taken for the purpose of any such dividend, distribution or right, and
stating the amount and character of such dividend, distribution or right, (ii)
the date on which any such reorganization, reclassification, recapitalization,
transfer, consolidation, merger, dissolution, liquidation or winding up is to
take place, and the time, if any is to be fixed, as of which the holders of
record of Common Stock shall be entitled to exchange their Common Stock for
securities or other property deliverable on such reorganization,
reclassification, recapitalization, transfer, consolidation, merger,
dissolution, liquidation or winding up, and (iii) the amount and character of
any stock or other securities, or rights or options with respect thereto,
proposed to be issued or granted, the date of such proposed issue or grant and
the persons or class of persons to whom such proposed issue or grant is to be
offered or made. Such notice shall be mailed at least thirty (30) days prior to
the date specified in such notice on which any such action is to be taken.
VII. Exchange of Warrants. On surrender for exchange of
any Warrant, properly endorsed, to the Company, the Company, at its expense,
will issue and deliver to or on the order of the holder thereof a new Warrant or
Warrants of like tenor, in the name of such holder or as such holder (on payment
by such holder or any applicable transfer taxes) may direct, calling in the
aggregate on the face or faces thereof for the number of shares of Common Stock
called for on the face or faces of the Warrant or Warrants so surrendered.
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VIII. Replacement of Warrants. On receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of any Warrant and, in the case of any such loss, theft or
destruction of any Warrant, on delivery of an indemnity agreement or security
reasonably satisfactory in form and amount to the Company or, in the case of any
such mutilation, on surrender and cancellation of such Warrant, the Company, at
its expense, will execute and deliver, in lieu thereof, a new Warrant of like
tenor.
IX. Warrant Agent. The Company may, by written notice to
each holder of a Warrant, appoint an agent having an office in New York, New
York, for the purpose of issuing shares of Common Stock on the exercise of the
Warrants pursuant to Section I, exchanging Warrants pursuant to Section VII, and
replacing Warrants pursuant to Section VIII, or any of the foregoing, and
thereafter any such issuance, exchange or replacement, as the case may be, shall
be made at such office by such agent.
X. Remedies. The Company stipulates that the remedies at
law of the holder of this Warrant in the event of any default or threatened
default by the Company in the performance of or compliance with any of the terms
of this Warrant are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.
XI. Negotiability, Etc. This Warrant is issued upon the
following terms, to all of which each Warrantholder or owner hereof by the
taking hereof consents and agrees:
(a) subject to the terms of Section II of this
Warrant and Section 4 of the Securities Purchase Agreement, title to this
Warrant may be transferred by endorsement (by the Warrantholder hereof executing
the form of assignment at the end hereof) and delivery in the same manner as in
the case of a negotiable instrument transferable by endorsement and delivery;
(b) any person in possession of this Warrant properly
endorsed is authorized to represent himself as absolute owner hereof and is
empowered to transfer absolute title hereto by endorsement and delivery hereof
to a bona fide purchaser hereof for value; each prior taker or owner waives and
renounces all of his equities or rights in this Warrant in favor of each such
bona fide purchaser, and each such bona fide purchaser shall acquire absolute
title hereto and to all rights represented hereby; and
(c) until this Warrant is transferred on the books of
the Company, the Company may treat the register Warrantholder hereof as the
absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.
XII. Notices. All notices and other communications from
the Company to the registered Warrantholder of this Warrant shall be given in
writing (unless otherwise specified herein) and shall be effective upon personal
delivery, via facsimile (upon receipt of confirmation of error-free
transmission) or two business days following deposit of such notice with an
internationally
9
recognized courier service, with postage prepaid and addressed, to such address
as may have been furnished to the Company in writing by such registered
Warrantholder or, until any such registered Warrantholder furnishes to the
Company an address, then to, and at the address of, the last registered
Warrantholder of this Warrant who has so furnished an address to the Company.
XIII. Miscellaneous.
(a) The terms of this Warrant shall be binding upon
and shall inure to the benefit of any successors or assigns of the Company and
of the holder or holders hereof and of the shares of Common Stock issued or
issuable upon the exercise hereof.
(b) Except as otherwise set forth herein, no holder
of this Warrant, as such, shall be entitled to vote or receive dividends or be
deemed to be a stockholder of the Company for any purpose, nor shall anything
contained in this Warrant be construed to confer upon the holder of this
Warrant, as such, any rights of a stockholder of the Company or any right to
vote, give or withhold consent to any corporate action, receive notice of
meetings, receive dividends or subscription rights, or otherwise.
(c) Receipt of this Warrant by the holder hereof
shall constitute acceptance of an agreement to the foregoing terms and
conditions.
(d) The Warrant and the performance of the parties
hereunder shall be construed and interpreted in accordance with the laws of the
State of New York and the parties hereunder consent and agree that the State and
Federal Courts which sit in the State of New York and the County of New York
shall have exclusive jurisdiction with respect to all controversies and disputes
arising hereunder.
(e) 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.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be
signed by its duly authorized officer and its corporate seal to be affixed
hereto.
Dated: August 3, 1999
ADVANCED VIRAL RESEARCH CORP.
BY:
-------------------------------------
Xxxxxx Xxxxxxxxx, M.D.
President and Chief Executive Officer
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SUBSCRIPTION FORM
-----------------
(TO BE EXECUTED BY THE REGISTERED HOLDER
IF HE DESIRES TO EXERCISE THE WARRANT)
To: ADVANCED VIRAL RESEARCH CORP.
The undersigned hereby exercises the right to
purchase _________ shares of Common Stock, par value $.00001 per share, covered
by the attached Warrant in accordance with the terms and conditions thereof, and
herewith makes payment of the Warrant Price for such shares in full. The
undersigned requests that a certificate for such shares of Common Stock be
registered in the name of ____________________________________, whose address is
_______________________________________________, and that such Certificate be
delivered to __________________________________________________ whose address is
_____________________________________________.
-----------------------------------
NAME (please print)
-----------------------------------
SIGNATURE
(Signature must conform in all
respects to the name of the
registered Warrantholder, as
specified on the face of the
Warrant.)
-----------------------------------
SOCIAL SECURITY NUMBER (or Other
Identifying Number of Holder)
-----------------------------------
ADDRESS
DATED:
-------------------------
NOTICE OF EXERCISE OF COMMON STOCK WARRANT
PURSUANT TO NET ISSUE ("CASHLESS") EXERCISE PROVISIONS
------------------------------------------------------
(TO BE EXECUTED BY THE REGISTERED WARRANTHOLDER IN
ADDITION TO THE SUBSCRIPTION FORM, IF HE DESIRES
TO EXERCISE THE WARRANT IN A CASHLESS EXERCISE)
Advanced Viral Research Corp. Aggregate Price of $
a Delaware corporation of Warrant ---------------
000 Xxxxxxxxx Xxxxxxxxx Xxxxx
Xxxxxxx, Xxx Xxxx 00000 Aggregate Price
Being
Exercised: $
---------------
Attention:
Warrant Price
(per share): $
---------------
Number of Shares
of Common Stock
to be Issued Under
this Notice:
---------------
CASHLESS EXERCISE
-----------------
Gentlemen:
The undersigned, registered holder of the Warrant to
Purchase Common Stock delivered herewith ("Warrant") hereby irrevocably
exercises such Warrant for, and purchases thereunder, shares of the Common Stock
of ADVANCED VIRAL RESEARCH CORP., a Delaware corporation, as provided below.
Capitalized terms used herein, unless otherwise defined herein, shall have the
meanings given in the Warrant. The portion of the Aggregate Price (as
hereinafter defined) to be applied toward the purchase of Common Stock pursuant
to this Notice of Exercise is $________________, thereby leaving a remainder
Aggregate Price (if any) equal to $________________. Such exercise shall be
pursuant to the net issue exercise provisions of Section I. (b) of the Warrant;
therefore, the holder makes no payment with this Notice of Exercise. The number
of shares to be
issued pursuant to this exercise shall be determined by reference to the formula
in Section I.(b)of the Warrant which requires the use of the Market Value (as
defined in Section I.(d) of the Warrant) of the Company's Common Stock in
accordance with the provisions thereof. To the extent the foregoing exercise is
for less than the full Aggregate Price of the Warrant, the remainder of the
Warrant representing a number of Shares equal to the quotient obtained by
dividing the remainder of the Aggregate Price by the Warrant Price (and
otherwise of like form, tenor and effect) may be exercised under Section I.(a)
of the Warrant. For purposes of this Notice the term "Aggregate Price" means the
product obtained by multiplying the number of shares of Common Stock for which
the Warrant is exercisable times the Warrant Price.
------------------------------------
SIGNATURE
------------------------------------
DATE: ADDRESS
---------------------
2
ASSIGNMENT
----------
(To be Executed by the registered Warrantholder
if he Desires to Transfer the Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto ________________ (please print name and address of
transferee) the right to purchase shares of Common Stock of ADVANCED VIRAL
RESEARCH CORP., evidenced by the within Warrant, and does hereby irrevocably
constitute and appoint __________________ Attorney to transfer the said Warrant
on the books of the Company, with full power of substitution.
------------------------------------
NAME (please print)
------------------------------------
SIGNATURE
(Signature must conform in all
respects to the name of the
registered Warrantholder, as
specified on the face of the
Warrant.)
------------------------------------
SOCIAL SECURITY NUMBER (or Other
Identifying Number of Holder)
IN THE PRESENCE OF:
------------------------
