EXHIBIT 10.2
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR ADVANCED VIRAL RESEARCH CORP. SHALL HAVE
RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER
THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS
IS NOT REQUIRED.
WARRANT TO PURCHASE
SHARES OF COMMON STOCK
OF
ADVANCED VIRAL RESEARCH CORP.
Expires September 9, 2007
No.: W-02-_____ Number of Shares:________
Date of Issuance: September 9, 2002
FOR VALUE RECEIVED, subject to the provisions hereinafter set forth,
the undersigned, Advanced Viral Research Corp., a Delaware corporation
(together with its successors and assigns, the "Issuer"), hereby certifies that
_______________________________ or its permitted registered assigns is entitled
to subscribe for and purchase, during the period specified in this Warrant, up
to ____________________________________ (_____________) shares (subject to
adjustment as hereinafter provided) of the duly authorized, validly issued,
fully paid and non-assessable common stock of the Issuer, par value $.00001 per
share (the "Common Stock"), at an exercise price per share equal to the Warrant
Price then in effect, subject, however, to the provisions and upon the terms
and conditions hereinafter set forth. Capitalized terms used in this Warrant
and not otherwise defined herein shall have the respective meanings specified
in Section 9 hereof.
1. Term. The right to subscribe for and purchase shares of
Warrant Stock represented hereby shall commence on September 9, 2002 and shall
expire at 5:00 p.m., eastern time, on September 9, 2007 (such period being the
"Term").
2. Method of Exercise Payment; Issuance of New Warrant; Transfer
and Exchange.
(a) Time of Exercise. The purchase rights represented by
this Warrant may be exercised in whole or in part at any time and from time to
time during the Term commencing on September 9, 2002.
(b) Method of Exercise. The Holder hereof may exercise
this Warrant, in whole or in part, by the surrender of this Warrant (with the
exercise form attached hereto duly executed) at the principal office of the
Issuer, and by the payment to the Issuer of an amount of consideration therefor
equal to the Warrant Price in effect on the date of such exercise multiplied by
the number of shares of Warrant Stock with respect to which this Warrant is
then being exercised, payable at such Holder's election (i) by certified or
official bank check or by wire transfer to an account designated by the Issuer,
(ii) by "cashless exercise" in accordance with the provisions of subsection (c)
of this Section 2, or (iii) by a combination of the foregoing methods of
payment selected by the Holder of this Warrant.
(c) Cashless Exercise. Notwithstanding any provisions
herein to the contrary, so long as there is not a registration statement
covering the resale of the shares underlying this Warrant, if the Per Share
Market Value of one share of Common Stock is greater than the Warrant Price (at
the date of calculation as set forth below), in lieu of exercising this Warrant
by payment of cash, the Holder may exercise this Warrant by a cashless exercise
and shall receive the number of shares of Common Stock equal to an amount (as
determined below) by surrender of this Warrant at the principal office of the
Issuer together with the properly endorsed Notice of Exercise in which event
the Issuer shall issue to the Holder a number of shares of Common Stock
computed using the following formula:
X = Y - (A)(Y)
------
B
Where X = the number of shares of Common Stock to be issued to the
Holder.
Y = the number of shares of Common Stock purchasable
upon exercise of all of the Warrant or, if only a
portion of the Warrant is being exercised, the
portion of the Warrant being exercised.
A = the Warrant Price.
B = the Per Share Market Value of one share of Common Stock.
(d) Issuance of Stock Certificates. In the event of any
exercise of the rights represented by this Warrant in accordance with and
subject to the terms and conditions hereof, (i) certificates for the shares of
Warrant Stock so purchased shall be dated the date of such exercise and
delivered to the Holder hereof within a reasonable time, not exceeding three
(3) Trading Days after such exercise or, at the request of the Holder, issued
and delivered to the Depository Trust Company ("DTC") account on the Holder's
behalf via the Deposit Withdrawal Agent Commission System ("DWAC") within a
reasonable time, not exceeding three (3) Trading Days after such exercise, and
the Holder hereof shall be deemed for all purposes to be the Holder of
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the shares of Warrant Stock so purchased as of the date of such exercise and
(ii) unless this Warrant has expired, a new Warrant representing the number of
shares of Warrant Stock, if any, with respect to which this Warrant shall not
then have been exercised (less any amount thereof which shall have been
canceled in payment or partial payment of the Warrant Price as hereinabove
provided) shall also be issued to the Holder hereof at the Issuer's expense
within such time.
(e) Transferability of Warrant. This Warrant may be
transferred by a Holder only with the consent of the Issuer, which consent
shall not be unreasonably withheld; provided, however, that the Holder may
transfer this Warrant to an affiliate of the Holder without the consent of the
Issuer. If transferred pursuant to this paragraph and subject to the provisions
of this Section 2, this Warrant may be transferred on the books of the Issuer
by the Holder hereof in person or by duly authorized attorney, upon surrender
of this Warrant at the principal office of the Issuer, properly endorsed (by
the Holder executing an assignment in the form attached hereto) and upon
payment of any necessary transfer tax or other governmental charge imposed upon
such transfer. This Warrant is exchangeable at the principal office of the
Issuer for Warrants for the purchase of the same aggregate number of shares of
Warrant Stock, each new Warrant to represent the right to purchase such number
of shares of Warrant Stock as the Holder hereof shall designate at the time of
such exchange. All Warrants issued on transfers or exchanges shall be dated the
Original Issue Date and shall be identical with this Warrant except as to the
number of shares of Warrant Stock issuable pursuant hereto.
(f) Continuing Rights of Xxxxxx. The Issuer will, at the
time of or at any time after each exercise of this Warrant, upon the request of
the Holder hereof, acknowledge in writing the extent, if any, of its continuing
obligation to afford to such Holder all rights to which such Holder shall
continue to be entitled after such exercise in accordance with the terms of
this Warrant, provided that if any such Holder shall fail to make any such
request, the failure shall not affect the continuing obligation of the Issuer
to afford such rights to such Holder.
3. Stock Fully Paid; Reservation and Listing of Shares;
Covenants.
(a) Stock Fully Paid. The Issuer represents, warrants,
covenants and agrees that all shares of Warrant Stock which may be issued upon
the exercise of this Warrant or otherwise hereunder will, upon issuance, be
duly authorized, validly issued, fully paid and non-assessable and free from
all taxes, liens and charges created by or through Issuer. The Issuer further
covenants and agrees that during the period within which this Warrant may be
exercised, the Issuer will at all times have authorized and reserved for the
purpose of the issue upon exercise of this Warrant a sufficient number of
shares of Common Stock to provide for the exercise of this Warrant.
(b) Reservation. If any shares of Common Stock required
to be reserved for issuance upon exercise of this Warrant or as otherwise
provided hereunder require registration or qualification with any governmental
authority under any federal or state law before such shares may be so issued,
the Issuer will in good faith use its best efforts as expeditiously as possible
at its expense to cause such shares to be duly registered or qualified. If the
Issuer shall list any shares of Common Stock on any securities exchange or
market it will, at its expense, list thereon,
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maintain and increase when necessary such listing, of, all shares of Warrant
Stock from time to time issued upon exercise of this Warrant or as otherwise
provided hereunder, and, to the extent permissible under the applicable
securities exchange rules, all unissued shares of Warrant Stock which are at
any time issuable hereunder, so long as any shares of Common Stock shall be so
listed. The Issuer will also so list on each securities exchange or market, and
will maintain such listing of, any other securities which the Holder of this
Warrant shall be entitled to receive upon the exercise of this Warrant if at
the time any securities of the same class shall be listed on such securities
exchange or market by the Issuer.
(c) Covenants. The Issuer shall not by any action
including, without limitation, amending the Certificate of Incorporation or the
by-laws of the Issuer, or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
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 assist in the
carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate to protect the rights of the Holder hereof against
dilution (to the extent specifically provided herein) or impairment. Without
limiting the generality of the foregoing, the Issuer will (i) not permit the
par value, if any, of its Common Stock to exceed the then effective Warrant
Price, (ii) not amend or modify any provision of the Certificate of
Incorporation or by-laws of the Issuer in any manner that would adversely
affect in any way the powers, preferences or relative participating, optional
or other special rights of the Common Stock or which would adversely affect the
rights of the Holders of the Warrants, (iii) take all such action as may be
reasonably necessary in order that the Issuer may validly and legally issue
fully paid and nonassessable shares of Common Stock, free and clear of any
liens, claims, encumbrances and restrictions (other than as provided herein)
upon the exercise of this Warrant, and (iv) use its best efforts to obtain all
such authorizations, exemptions or consents from any public regulatory body
having jurisdiction thereof as may be reasonably necessary to enable the Issuer
to perform its obligations under this Warrant.
(d) Loss, Theft, Destruction of Warrants. Upon receipt
of evidence satisfactory to the Issuer of the ownership of and the loss, theft,
destruction or mutilation of any Warrant and, in the case of any such loss,
theft or destruction, upon receipt of indemnity or security satisfactory to the
Issuer or, in the case of any such mutilation, upon surrender and cancellation
of such Warrant, the Issuer will make and deliver, in lieu of such lost,
stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and
representing the right to purchase the same number of shares of Common Stock.
(e) Registration Rights. The Warrant Stock of the Issuer
is entitled to the benefits and subject to the terms of the Registration Rights
Agreement dated the date hereof between the Issuer, the Holder and the other
holders of Warrant Stock.
4. Adjustment of Warrant Price and Warrant Share Number. The
price at which shares of Common Stock may be purchased upon exercise of this
Warrant shall be subject to adjustment from time to time as set forth in this
Section 4. The Issuer shall give the Holder notice of any event described below
which requires an adjustment pursuant to this Section 4 in accordance with
Section 5.
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(a) Recapitalization, Reorganization, Reclassification,
Consolidation, Merger or Sale.
(i) In case the Issuer after the Original Issue
Date shall do any of the following (each, a "Triggering Event"): (a)
consolidate with or merge into any other Person and the Issuer shall not be the
continuing or surviving corporation of such consolidation or merger, or (b)
permit any other Person to consolidate with or merge into the Issuer and the
Issuer shall be the continuing or surviving Person but, in connection with such
consolidation or merger, any Capital Stock of the Issuer shall be changed into
or exchanged for Securities of any other Person or cash or any other property,
or (c) transfer all or substantially all of its properties or assets to any
other Person, or (d) effect a capital reorganization or reclassification of its
Capital Stock, then, and in the case of each such Triggering Event, proper
provision shall be made so that, upon the basis and the terms and in the manner
provided in this Warrant, the Holder of this Warrant shall be entitled (x) upon
the exercise hereof at any time after the consummation of such Triggering
Event, to the extent this Warrant is not exercised prior to such Triggering
Event, to receive at the Warrant Price in effect at the time immediately prior
to the consummation of such Triggering Event in lieu of the Common Stock
issuable upon such exercise of this Warrant prior to such Triggering Event, the
Securities, cash and property to which such Holder would have been entitled
upon the consummation of such Triggering Event if such Holder had exercised the
rights represented by this Warrant immediately prior thereto, subject to
adjustments (subsequent to such corporate action) as nearly equivalent as
possible to the adjustments provided for elsewhere in this Section 4 or (y) to
sell this Warrant (or, at such Holder's election, a portion hereof)
concurrently with the Triggering Event to the Person continuing after or
surviving such Triggering Event, or to the Issuer (if Issuer is the continuing
or surviving Person) at a sales price equal to the amount of cash, property
and/or Securities to which a holder of the number of shares of Common Stock
which would otherwise have been delivered upon the exercise of this Warrant
would have been entitled upon the effective date or closing of any such
Triggering Event (the "Event Consideration"), less the amount or portion of
such Event Consideration having a fair value equal to the aggregate Warrant
Price applicable to this Warrant or the portion hereof so sold.
(ii) Notwithstanding anything contained in this
Warrant to the contrary, the Issuer will not effect any Triggering Event if,
prior to the consummation thereof, each Person (other than the Issuer) which
may be required to deliver any Securities, cash or property upon the exercise
of this Warrant as provided herein shall assume, by written instrument
delivered to, and reasonably satisfactory to, the Holder of this Warrant, (A)
the obligations of the Issuer under this Warrant (and if the Issuer shall
survive the consummation of such Triggering Event, such assumption shall be in
addition to, and shall not release the Issuer from, any continuing obligations
of the Issuer under this Warrant) and (B) the obligation to deliver to such
Holder such shares of Securities, cash or property as, in accordance with the
foregoing provisions of this subsection (a), such Holder shall be entitled to
receive, and such Person shall have similarly delivered to such Holder an
opinion of counsel for such Person, which counsel shall be reasonably
satisfactory to such Holder, stating that this Warrant shall thereafter
continue in full force and effect and the terms hereof (including, without
limitation, all of the provisions of this subsection (a)) shall be applicable
to the Securities, cash or property
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which such Person may be required to deliver upon any exercise of this Warrant
or the exercise of any rights pursuant hereto.
(iii) If with respect to any Triggering Event,
the Holder of this Warrant has exercised its right as provided in clause (y) of
subparagraph (i) of this subsection (a) to sell this Warrant or a portion
thereof, the Issuer agrees that as a condition to the consummation of any such
Triggering Event the Issuer shall secure such right of Holder to sell this
Warrant to the Person continuing after or surviving such Triggering Event and
the Issuer shall not effect any such Triggering Event unless upon or prior to
the consummation thereof the amounts of cash, property and/or Securities
required under such clause (y) are delivered to the Holder of this Warrant. The
obligation of the Issuer to secure such right of the Holder to sell this
Warrant shall be subject to such Holder's cooperation with the Issuer,
including, without limitation, the giving of customary representations and
warranties to the purchaser in connection with any such sale. Prior notice of
any Triggering Event shall be given to the Holder of this Warrant in accordance
with Section 13 hereof.
(b) Stock Dividends, Subdivisions and Combinations. If
at any time the Issuer shall:
(i) take a record of the holders of its Common
Stock for the purpose of entitling them to receive a dividend payable in, or
other distribution of, Additional Shares of Common Stock,
(ii) subdivide its outstanding shares of Common
Stock into a larger number of shares of Common Stock, or
(iii) combine its outstanding shares of Common
Stock into a smaller number of shares of Common Stock,
then (1) the number of shares of Common Stock for which this Warrant is
exercisable immediately after the occurrence of any such event shall be
adjusted to equal the number of shares of Common Stock which a record holder of
the same number of shares of Common Stock for which this Warrant is exercisable
immediately prior to the occurrence of such event would own or be entitled to
receive after the happening of such event, and (2) the Warrant Price then in
effect shall be adjusted to equal (A) the Warrant Price then in effect
multiplied by the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the adjustment divided by (B) the number of
shares of Common Stock for which this Warrant is exercisable immediately after
such adjustment.
(c) Certain Other Distributions. If at any time the
Issuer shall take a record of the holders of its Common Stock for the purpose
of entitling them to receive any dividend or other distribution of:
(i) cash (other than a cash dividend payable
out of earnings or earned surplus legally available for the payment of
dividends under the laws of the jurisdiction of incorporation of the Issuer),
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(ii) any evidences of its indebtedness, any
shares of stock of any class or any other securities or property of any nature
whatsoever (other than cash, Common Stock Equivalents or Additional Shares of
Common Stock), or
(iii) any warrants or other rights to subscribe
for or purchase any evidences of its indebtedness, any shares of stock of any
class or any other securities or property of any nature whatsoever (other than
cash, Common Stock Equivalents or Additional Shares of Common Stock),
then (1) the number of shares of Common Stock for which this Warrant is
exercisable shall be adjusted to equal the product of the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to such
adjustment multiplied by a fraction (A) the numerator of which shall be the Per
Share Market Value of Common Stock at the date of taking such record and (B)
the denominator of which shall be such Per Share Market Value minus the amount
allocable to one share of Common Stock of any such cash so distributable and of
the fair value (as determined in good faith by the Board of Directors of the
Issuer and supported by an opinion from an investment banking firm of
recognized national standing acceptable to the Holder) of any and all such
evidences of indebtedness, shares of stock, other securities or property or
warrants or other subscription or purchase rights so distributable, and (2) the
Warrant Price then in effect shall be adjusted to equal (A) the Warrant Price
then in effect multiplied by the number of shares of Common Stock for which
this Warrant is exercisable immediately prior to the adjustment divided by (B)
the number of shares of Common Stock for which this Warrant is exercisable
immediately after such adjustment. A reclassification of the 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) into shares of Common Stock and shares of any other
class of stock shall be deemed a distribution by the Issuer to the holders of
its Common Stock of such shares of such other class of stock within the meaning
of this Section 4(c) and, if the outstanding shares of Common Stock shall be
changed into a larger or smaller number of shares of Common Stock as a part of
such reclassification, such change shall be deemed a subdivision or
combination, as the case may be, of the outstanding shares of Common Stock
within the meaning of Section 4(b).
(d) Issuance of Additional Shares of Common Stock.
(i) If the Issuer, at any time while this
Warrant is outstanding, shall issue any Additional Shares of Common Stock
(otherwise than as provided in the foregoing subsections (b) through (c) of
this Section 4), at a price per share less than the Warrant Price then in
effect or without consideration, then the Warrant Price upon each such issuance
shall be adjusted to that price determined by multiplying the Warrant Price
then in effect by a fraction:
(A) the numerator of which shall be
equal to the sum of (x) the number of shares of
Common Stock outstanding immediately prior to the
issuance of such Additional Shares of Common Stock
plus (y) the number of shares of Common Stock which
the aggregate consideration for the total number of
such Additional Shares of Common Stock so issued
would purchase at a price per share equal to the
greater of the Per Share Market Value then in effect
and the Warrant Price then in effect, and
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(B) the denominator of which shall be
equal to the number of shares of Common Stock
outstanding immediately after the issuance of such
Additional Shares of Common Stock.
(ii) The provisions of paragraph (i) of Section
4(d) shall not apply to any issuance of Additional Shares of Common Stock for
which an adjustment is provided under Section 4(b) or 4(c). No adjustment of
the number of shares of Common Stock for which this Warrant shall be
exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance
of any Additional Shares of Common Stock which are issued pursuant to the
exercise of any Common Stock Equivalents, if any such adjustment shall
previously have been made upon the issuance of such Common Stock Equivalents
(or upon the issuance of any warrant or other rights therefor) pursuant to
Section 4(e) or Section 4(f).
(e) Issuance of Warrants or Other Rights. If at any time
the Issuer shall take a record of the Holders of its Common Stock for the
purpose of entitling them to receive a distribution of, or shall in any manner
(whether directly or by assumption in a merger in which the Issuer is the
surviving corporation) issue or sell, any Common Stock Equivalents (or issue
any warrant or other rights therefor), whether or not the rights to exchange or
convert thereunder are immediately exercisable, and the price per share for
which Common Stock is issuable upon the exercise of such Common Stock
Equivalents (or any warrant or other rights therefor) shall be less than the
Warrant Price in effect immediately prior to the time of such issue or sale,
then the Warrant Price then in effect shall be adjusted as provided in Section
4(d) on the basis that the maximum number of Additional Shares of Common Stock
issuable pursuant to all such Common Stock Equivalents (or upon the issuance of
any warrant or other rights therefor) shall be deemed to have been issued and
outstanding and the Issuer shall have received all of the consideration payable
therefor, if any, as of the date of the actual issuance of such warrants or
other rights. No adjustments of the Warrant Price then in effect shall be made
upon the actual issue of such Common Stock or of such Common Stock Equivalents
upon exercise of such warrants or other rights or upon the actual issue of such
Common Stock upon such conversion or exchange of such Common Stock Equivalents.
(f) Issuance of Common Stock Equivalents. If at any time
the Issuer shall take a record of the Holders of its Common Stock for the
purpose of entitling them to receive a distribution of, or shall in any manner
(whether directly or by assumption in a merger in which the Issuer is the
surviving corporation) issue or sell, any Common Stock Equivalents, whether or
not the rights to exchange or convert thereunder are immediately exercisable,
and the price per share for which Common Stock is issuable upon such conversion
or exchange shall be less than the Warrant Price in effect immediately prior to
the time of such issue or sale, then the number of shares of Common Stock for
which this Warrant is exercisable and the Warrant Price then in effect shall be
adjusted as provided in Section 4(d) on the basis that the maximum number of
Additional Shares of Common Stock necessary to effect the conversion or
exchange of all such Common Stock Equivalents shall be deemed to have been
issued and outstanding and the Issuer shall have received all of the
consideration payable therefor, if any, as of the date of actual issuance of
such Common Stock Equivalents. No further adjustment of the number of shares of
Common Stock for which this Warrant is exercisable and the Warrant Price then
in effect shall be made under this Section 4(f) upon the issuance of any Common
Stock Equivalents which are
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issued pursuant to the exercise of any warrants or other subscription or
purchase rights therefor, if any such adjustment shall previously have been
made upon the issuance of such warrants or other rights pursuant to Section
4(e). No further adjustments of the number of shares of Common Stock for which
this Warrant is exercisable and the Warrant Price then in effect shall be made
upon the actual issue of such Common Stock upon conversion or exchange of such
Common Stock Equivalents.
(g) Superseding Adjustment. If, at any time after any
adjustment of the number of shares of Common Stock for which this Warrant is
exercisable and the Warrant Price then in effect shall have been made pursuant
to Section 4(e) or Section 4(f) as the result of any issuance of warrants,
other rights or Common Stock Equivalents, and (i) such warrants or other
rights, or the right of conversion or exchange in such other Common Stock
Equivalents, shall expire, and all or a portion of such warrants or other
rights, or the right of conversion or exchange with respect to all or a portion
of such other Common Stock Equivalents, as the case may be shall not have been
exercised, or (ii) the consideration per share for which shares of Common Stock
are issuable pursuant to such Common Stock Equivalents, shall be increased
solely by virtue of provisions therein contained for an automatic increase in
such consideration per share upon the occurrence of a specified date or event,
then for each outstanding Warrant such previous adjustment shall be rescinded
and annulled and the Additional Shares of Common Stock which were deemed to
have been issued by virtue of the computation made in connection with the
adjustment so rescinded and annulled shall no longer be deemed to have been
issued by virtue of such computation. Upon the occurrence of an event set forth
in this Section 4(g) above, there shall be a recomputation made of the effect
of such Common Stock Equivalents on the basis of: (i) treating the number of
Additional Shares of Common Stock or other property, if any, theretofore
actually issued or issuable pursuant to the previous exercise of any such
warrants or other rights or any such right of conversion or exchange, as having
been issued on the date or dates of any such exercise and for the consideration
actually received and receivable therefor, and (ii) treating any such Common
Stock Equivalents which then remain outstanding as having been granted or
issued immediately after the time of such increase of the consideration per
share for which shares of Common Stock or other property are issuable under
such Common Stock Equivalents; whereupon a new adjustment of the number of
shares of Common Stock for which this Warrant is exercisable and the Warrant
Price then in effect shall be made, which new adjustment shall supersede the
previous adjustment so rescinded and annulled.
(h) Purchase of Common Stock by the Issuer. If the
Issuer at any time while this Warrant is outstanding shall, directly or
indirectly through a Subsidiary or otherwise, purchase, redeem or otherwise
acquire any shares of Common Stock at a price per share greater than the Per
Share Market Value, then the Warrant Price upon each such purchase, redemption
or acquisition shall be adjusted to that price determined by multiplying such
Warrant Price by a fraction (i) the numerator of which shall be the number of
shares of Common Stock outstanding immediately prior to such purchase,
redemption or acquisition minus the number of shares of Common Stock which the
aggregate consideration for the total number of such shares of Common Stock so
purchased, redeemed or acquired would purchase at the Per Share Market Value;
and (ii) the denominator of which shall be the number of shares of Common Stock
outstanding immediately after such purchase, redemption or acquisition. For the
purposes of this subsection (h), the date as of which the Per Share Market
Price shall be computed shall be the
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earlier of (x) the date on which the Issuer shall enter into a firm contract
for the purchase, redemption or acquisition of such Common Stock, or (y) the
date of actual purchase, redemption or acquisition of such Common Stock. For
the purposes of this subsection (h), a purchase, redemption or acquisition of a
Common Stock Equivalent shall be deemed to be a purchase of the underlying
Common Stock, and the computation herein required shall be made on the basis of
the full exercise, conversion or exchange of such Common Stock Equivalent on
the date as of which such computation is required hereby to be made, whether or
not such Common Stock Equivalent is actually exercisable, convertible or
exchangeable on such date.
(i) Warrant Adjustment. Sixty (60) Trading Days
following the Original Issue Date (the "First Determination Date"), a certain
number of shares of Warrant Stock shall become exercisable at $.001. The amount
of shares of Warrant Stock exercisable at $.001 per share shall be equal to the
positive difference, if any, between (i) $3,010,000 divided by the VWAP of the
Issuer's Common Stock for the sixty (60) Trading Days preceding the First
Determination Date and (ii) 21,500,000. One hundred twenty (120) Trading Days
following the Original Issue Date (the "Second Determination Date"), a certain
number of remaining shares of Warrant Stock shall become exercisable at $.001.
The amount of shares of remaining Warrant Stock exercisable at $.001 per share
shall be equal to the positive difference, if any, between (i) $3,010,000
divided by the VWAP of the Issuer's Common Stock for the sixty (60) Trading
Days preceding the Second Determination Date and (ii) 21,500,000. Warrant Stock
subject to adjustment under this Section 4(i) shall be exercised within five
(5) business days following the applicable Determination Date. This Section
4(i) shall not apply and no adjustment shall be made in the event that the VWAP
for the sixty (60) Trading Day period preceding the applicable Determination
Date is $.14 or greater.
(j) Other Provisions applicable to Adjustments under
this Section. The following provisions shall be applicable to the making of
adjustments of the number of shares of Common Stock for which this Warrant is
exercisable and the Warrant Price then in effect provided for in this Section
4:
(i) Computation of Consideration. To the extent
that any Additional Shares of Common Stock or any Common Stock Equivalents (or
any warrants or other rights therefor) shall be issued for cash consideration,
the consideration received by the Issuer therefor shall be the amount of the
cash received by the Issuer therefor, or, if such Additional Shares of Common
Stock or Common Stock Equivalents are offered by the Issuer for subscription,
the subscription price, or, if such Additional Shares of Common Stock or Common
Stock Equivalents are sold to underwriters or dealers for public offering
without a subscription offering, the initial public offering price (in any such
case subtracting any amounts paid or receivable for accrued interest or accrued
dividends and without taking into account any compensation, discounts or
expenses paid or incurred by the Issuer for and in the underwriting of, or
otherwise in connection with, the issuance thereof). To the extent that such
issuance shall be for a consideration other than cash, then, except as herein
otherwise expressly provided, the amount of such consideration shall be deemed
to be the fair value of such consideration at the time of such issuance as
determined in good faith by the Board of Directors of the Issuer. In case any
Additional Shares of Common Stock or any Common Stock Equivalents (or any
warrants or other rights therefor) shall be issued in connection with any
merger in which the Issuer issues
-10-
any securities, the amount of consideration therefor shall be deemed to be the
fair value, as determined in good faith by the Board of Directors of the
Issuer, of such portion of the assets and business of the nonsurviving
corporation as such Board in good faith shall determine to be attributable to
such Additional Shares of Common Stock, Common Stock Equivalents, or any
warrants or other rights therefor, as the case may be. The consideration for
any Additional Shares of Common Stock issuable pursuant to any warrants or
other rights to subscribe for or purchase the same shall be the consideration
received by the Issuer for issuing such warrants or other rights plus the
additional consideration payable to the Issuer upon exercise of such warrants
or other rights. The consideration for any Additional Shares of Common Stock
issuable pursuant to the terms of any Common Stock Equivalents shall be the
consideration received by the Issuer for issuing warrants or other rights to
subscribe for or purchase such Common Stock Equivalents, plus the consideration
paid or payable to the Issuer in respect of the subscription for or purchase of
such Common Stock Equivalents, plus the additional consideration, if any,
payable to the Issuer upon the exercise of the right of conversion or exchange
in such Common Stock Equivalents. In case of the issuance at any time of any
Additional Shares of Common Stock or Common Stock Equivalents in payment or
satisfaction of any dividends upon any class of stock other than Common Stock,
the Issuer shall be deemed to have received for such Additional Shares of
Common Stock or Common Stock Equivalents a consideration equal to the amount of
such dividend so paid or satisfied.
(ii) When Adjustments to Be Made. The
adjustments required by this Section 4 shall be made whenever and as often as
any specified event requiring an adjustment shall occur, except that any
adjustment of the number of shares of Common Stock for which this Warrant is
exercisable that would otherwise be required may be postponed (except in the
case of a subdivision or combination of shares of the Common Stock, as provided
for in Section 4(b)) up to, but not beyond the date of exercise if such
adjustment either by itself or with other adjustments not previously made adds
or subtracts less than one percent (1%) of the shares of Common Stock for which
this Warrant is exercisable immediately prior to the making of such adjustment.
Any adjustment representing a change of less than such minimum amount (except
as aforesaid) which is postponed shall be carried forward and made as soon as
such adjustment, together with other adjustments required by this Section 4 and
not previously made, would result in a minimum adjustment or on the date of
exercise. For the purpose of any adjustment, any specified event shall be
deemed to have occurred at the close of business on the date of its occurrence.
(iii) Fractional Interests. In computing
adjustments under this Section 4, fractional interests in Common Stock shall be
taken into account to the nearest one one-hundredth (1/100th) of a share.
(iv) When Adjustment Not Required. If the Issuer
shall take a record of the holders of its Common Stock for the purpose of
entitling them to receive a dividend or distribution or subscription or
purchase rights and shall, thereafter and before the distribution to
stockholders thereof, legally abandon its plan to pay or deliver such dividend,
distribution, subscription or purchase rights, then thereafter no adjustment
shall be required by reason of the taking of such record and any such
adjustment previously made in respect thereof shall be rescinded and annulled.
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(k) Form of Warrant after Adjustments. The form of this
Warrant need not be changed because of any adjustments in the Warrant Price or
the number and kind of Securities purchasable upon the exercise of this
Warrant.
(l) Escrow of Warrant Stock. If after any property
becomes distributable pursuant to this Section 4 by reason of the taking of any
record of the holders of Common Stock, but prior to the occurrence of the event
for which such record is taken, and the Holder exercises this Warrant, any
shares of Common Stock issuable upon exercise by reason of such adjustment
shall be deemed the last shares of Common Stock for which this Warrant is
exercised (notwithstanding any other provision to the contrary herein) and such
shares or other property shall be held in escrow for the Holder by the Issuer
to be issued to the Holder upon and to the extent that the event actually takes
place, upon payment of the current Warrant Price. Notwithstanding any other
provision to the contrary herein, if the event for which such record was taken
fails to occur or is rescinded, then such escrowed shares shall be cancelled by
the Issuer and escrowed property returned.
5. Notice of Adjustments. Whenever the Warrant Price or Warrant
Share Number shall be adjusted pursuant to Section 4 hereof (for purposes of
this Section 5, each an "adjustment"), the Issuer shall cause its Chief
Financial Officer to prepare and execute a certificate setting forth, in
reasonable detail, the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated (including a
description of the basis on which the Board made any determination hereunder),
and the Warrant Price and Warrant Share Number after giving effect to such
adjustment, and shall cause copies of such certificate to be delivered to the
Holder of this Warrant promptly after each adjustment. Any dispute between the
Issuer and the Holder of this Warrant with respect to the matters set forth in
such certificate may at the option of the Holder of this Warrant be submitted
to one of the national accounting firms currently known as the "big five"
selected by the Holder, provided that the Issuer shall have ten (10) days after
receipt of notice from such Holder of its selection of such firm to object
thereto, in which case such Holder shall select another such firm and the
Issuer shall have no such right of objection. The firm selected by the Holder
of this Warrant as provided in the preceding sentence shall be instructed to
deliver a written opinion as to such matters to the Issuer and such Holder
within thirty (30) days after submission to it of such dispute. Such opinion
shall be final and binding on the parties hereto. The fees and expenses of such
accounting firm shall be paid by the Issuer.
6. Fractional Shares. No fractional shares of Warrant Stock will
be issued in connection with and exercise hereof, but in lieu of such
fractional shares, the Issuer shall make a cash payment therefor equal in
amount to the product of the applicable fraction multiplied by the Per Share
Market Value then in effect.
7. Certain Exercise Restrictions.
(a) Notwithstanding anything to the contrary set forth
in this Warrant, at no time may a holder of this Warrant exercise this Warrant
if the number of shares of Common Stock to be issued pursuant to such exercise
would exceed, when aggregated with all other shares
-12-
of Common Stock owned by such holder at such time, the number of shares of
Common Stock which would result in such holder owning more than 4.999% of all
of the Common Stock outstanding at such time; provided, however, that upon a
holder of this Warrant providing the Issuer with sixty-one (61) days notice
(pursuant to Section 13 hereof) (the "Waiver Notice") that such holder would
like to waive this Section 7(a) with regard to any or all shares of Common
Stock issuable upon exercise of this Warrant, this Section 7(a) will be of no
force or effect with regard to all or a portion of the Warrant referenced in
the Waiver Notice; provided, further, that this provision shall be of no
further force or effect during the sixty-one (61) days immediately preceding
the expiration of the term of this Warrant.
(b) The Holder may not exercise the Warrant hereunder to
the extent such exercise would result in the Holder beneficially owning (as
determined in accordance with Section 13(d) of the Exchange Act and the rules
thereunder) in excess of 9.999% of the then issued and outstanding shares of
Common Stock, including shares issuable upon exercise of the Warrant held by
the Holder after application of this Section.
8. Intentionally Omitted.
9. Definitions. For the purposes of this Warrant, the following
terms have the following meanings:
"Additional Shares of Common Stock" means all shares of
Common Stock issued by the Issuer after the Original Issue Date, and all shares
of Other Common, if any, issued by the Issuer after the Original Issue Date,
except: (i) the Warrant Stock; (ii) grants of stock options and issuances of
Common Stock pursuant to the Issuer's stock option plans and employee stock
purchase plans as they now exist; and (iii) issuances in connection with
strategic license agreements so long as such issuances are not for the purpose
of raising capital.
"Board" shall mean the Board of Directors of the Issuer.
"Capital Stock" means and includes (i) any and all shares,
interests, participations or other equivalents of or interests in (however
designated) corporate stock, including, without limitation, shares of preferred
or preference stock, (ii) all partnership interests (whether general or
limited) in any Person which is a partnership, (iii) all membership interests
or limited liability company interests in any limited liability company, and
(iv) all equity or ownership interests in any Person of any other type.
"Certificate of Incorporation" means the Certificate of
Incorporation of the Issuer as in effect on the Original Issue Date, and as
hereafter from time to time amended, modified, supplemented or restated in
accordance with the terms hereof and thereof and pursuant to applicable law.
"Common Stock" means the Common Stock, par value $.00001 per
share, of the Issuer and any other Capital Stock into which such stock may
hereafter be changed.
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"Common Stock Equivalent" means any Convertible Security or
warrant, option or other right to subscribe for or purchase any Additional
Shares of Common Stock or any Convertible Security.
"Convertible Securities" means evidences of Indebtedness,
shares of Capital Stock or other Securities which are or may be at any time
convertible into or exchangeable for Additional Shares of Common Stock. The
term "Convertible Security" means one of the Convertible Securities.
"Governmental Authority" means any governmental, regulatory
or self-regulatory entity, department, body, official, authority, commission,
board, agency or instrumentality, whether federal, state or local, and whether
domestic or foreign.
"Holders" mean the Persons who shall from time to time own
any Warrant. The term "Holder" means one of the Holders.
"Independent Appraiser" means a nationally recognized or
major regional investment banking firm or firm of independent certified public
accountants of recognized standing (which may be the firm that regularly
examines the financial statements of the Issuer) that is regularly engaged in
the business of appraising the Capital Stock or assets of corporations or other
entities as going concerns, and which is not affiliated with either the Issuer
or the Holder of any Warrant.
"Issuer" means Advanced Viral Research Corp., a Delaware
corporation, and its successors.
"Majority Holders" means at any time the Holders of Warrants
exercisable for a majority of the shares of Warrant Stock issuable under the
Warrants at the time outstanding.
"Original Issue Date" means September 9, 2002.
"OTC Bulletin Board" means the over-the-counter electronic
bulletin board.
"Other Common" means any other Capital Stock of the Issuer of
any class which shall be authorized at any time after the date of this Warrant
(other than Common Stock) and which shall have the right to participate in the
distribution of earnings and assets of the Issuer without limitation as to
amount.
"Person" means an individual, corporation, limited liability
company, partnership, joint stock company, trust, unincorporated organization,
joint venture, Governmental Authority or other entity of whatever nature.
"Per Share Market Value" means on any particular date (a) the
closing bid price for a share of Common Stock in the over-the-counter market,
as reported by the OTC Bulletin Board or in the National Quotation Bureau
Incorporated or similar organization or agency succeeding to its functions of
reporting prices) at the close of business on such date, or (b) if the
-14-
Common Stock is not then reported by the OTC Bulletin Board or the National
Quotation Bureau Incorporated (or similar organization or agency succeeding to
its functions of reporting prices), then the average of the "Pink Sheet" quotes
for the relevant conversion period, as determined in good faith by the holder,
or (c) if the Common Stock is not then publicly traded the fair market value of
a share of Common Stock as determined by the Board in good faith; provided,
however, that the Majority Holders, after receipt of the determination by the
Board, shall have the right to select, jointly with the Issuer, an Independent
Appraiser, in which case, the fair market value shall be the determination by
such Independent Appraiser; and provided, further that all determinations of
the Per Share Market Value shall be appropriately adjusted for any stock
dividends, stock splits or other similar transactions during such period. The
determination of fair market value shall be based upon the fair market value of
the Issuer determined on a going concern basis as between a willing buyer and a
willing seller and taking into account all relevant factors determinative of
value, and shall be final and binding on all parties. In determining the fair
market value of any shares of Common Stock, no consideration shall be given to
any restrictions on transfer of the Common Stock imposed by agreement or by
federal or state securities laws, or to the existence or absence of, or any
limitations on, voting rights.
"Purchase Agreement" means the Common Stock Purchase
Agreement dated as of September 9, 2002 among the Issuer and the investors a
party thereto.
"Purchasers" means the purchasers of Common Stock pursuant to
the Purchase Agreement.
"Securities" means any debt or equity securities of the
Issuer, whether now or hereafter authorized, any instrument convertible into or
exchangeable for Securities or a Security, and any option, warrant or other
right to purchase or acquire any Security. "Security" means one of the
Securities.
"Securities Act" means the Securities Act of 1933, as
amended, or any similar federal statute then in effect.
"Subsidiary" means any corporation at least 50% of whose
outstanding Voting Stock shall at the time be owned directly or indirectly by
the Issuer or by one or more of its Subsidiaries, or by the Issuer and one or
more of its Subsidiaries.
"Term" has the meaning specified in Section 1 hereof.
"Trading Day" means (a) a day on which the Common Stock is
traded on the OTC Bulletin Board, or (b) if the Common Stock is not traded on
the OTC Bulletin Board, a day on which the Common Stock is quoted in the
over-the-counter market as reported by the National Quotation Bureau
Incorporated (or any similar organization or agency succeeding its functions of
reporting prices); provided, however, that in the event that the Common Stock
is not listed or quoted as set forth in (a) or (b) hereof, then Trading Day
shall mean any day except Saturday, Sunday and any day which shall be a legal
holiday or a day on which banking institutions in the State of New York are
authorized or required by law or other government action to close.
-15-
"VWAP" means the daily volume weighted average price (based
on a trading day from 9:30 a.m. to 4:00 p.m., eastern time) of the Common Stock
of the Issuer on the OTC Bulletin Board (or any successor thereto) as reported
by Bloomberg Financial LP using the AQR function.
"Voting Stock" means, as applied to the Capital Stock of any
corporation, Capital Stock of any class or classes (however designated) having
ordinary voting power for the election of a majority of the members of the
Board of Directors (or other governing body) of such corporation, other than
Capital Stock having such power only by reason of the happening of a
contingency.
"Warrants" means the Warrants issued and sold pursuant to the
Purchase Agreement, including, without limitation, this Warrant, and any other
warrants of like tenor issued in substitution or exchange for any thereof
pursuant to the provisions of Section 2(c), 2(d) or 2(e) hereof or of any of
such other Warrants.
"Warrant Price" initially means U.S. $.25, as such price may
be adjusted from time to time as shall result from the adjustments specified in
this Warrant, including Section 4 hereto.
"Warrant Share Number" means at any time the aggregate number
of shares of Warrant Stock which may at such time be purchased upon exercise of
this Warrant, after giving effect to all prior adjustments and increases to
such number made or required to be made under the terms hereof.
"Warrant Stock" means Common Stock issuable upon exercise of
any Warrant or Warrants or otherwise issuable pursuant to any Warrant or
Warrants.
10. Other Notices. In case at any time:
(A) the Issuer shall make any distributions to the
holders of Common Stock; or
(B) the Issuer shall authorize the granting to all
holders of its Common Stock of rights to subscribe
for or purchase any shares of Capital Stock of any
class or of any Common Stock Equivalents or other
rights; or
(C) there shall be any reclassification of the Capital
Stock of the Issuer; or
(D) there shall be any capital reorganization by the
Issuer; or
(E) there shall be any (i) consolidation or merger
involving the Issuer or (ii) sale, transfer or other
disposition of all or substantially all of the
Issuer's property, assets or business (except a
merger or other reorganization in
-16-
which the Issuer shall be the surviving corporation
and its shares of Capital Stock shall continue to be
outstanding and unchanged and except a
consolidation, merger, sale, transfer or other
disposition involving a wholly-owned Subsidiary); or
(F) there shall be a voluntary or involuntary
dissolution, liquidation or winding-up of the Issuer
or any partial liquidation of the Issuer or
distribution to holders of Common Stock;
then, in each of such cases, the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer shall close or a record shall
be taken for such dividend, distribution or subscription rights or (ii) such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be, shall take place.
Such notice also shall specify the date as of which the holders of Common Stock
of record shall participate in such dividend, distribution or subscription
rights, or shall be entitled to exchange their certificates for Common Stock
for securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, disposition, dissolution, liquidation
or winding-up, as the case may be. Such notice shall be given at least twenty
(20) days prior to the action in question and not less than twenty (20) days
prior to the record date or the date on which the Issuer's transfer books are
closed in respect thereto. The Issuer shall give to the Holder notice of all
meetings and actions by written consent of its stockholders, at the same time
in the same manner as notice of any meetings of stockholders is required to be
given to stockholders who do not waive such notice (or, if such requires no
notice, then two (2) Trading Days written notice thereof describing the matters
upon which action is to be taken). The Holder shall have the right to send two
(2) representatives selected by it to each meeting, who shall be permitted to
attend, but not vote at, such meeting and any adjournments thereof. This
Warrant entitles the Holder to receive copies of all financial and other
information distributed or required to be distributed to the holders of the
Common Stock.
11. Amendment and Waiver. Any term, covenant, agreement or
condition in this Warrant may be amended, or compliance therewith may be waived
(either generally or in a particular instance and either retroactively or
prospectively), by a written instrument or written instruments executed by the
Issuer and the Majority Holders; provided, however, that no such amendment or
waiver shall reduce the Warrant Share Number, increase the Warrant Price,
shorten the period during which this Warrant may be exercised or modify any
provision of this Section 11 without the consent of the Holder of this Warrant.
12. Governing Law. THIS WARRANT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.
13. Notices. Any and all notices or other communications or
deliveries required or permitted to be provided hereunder shall be in writing
and shall be deemed given and effective on the earlier of (i) the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile telephone number specified for notice prior to 5:00 p.m., eastern
time, on a Trading Day, (ii) the Trading Day after the date of transmission, if
such notice or
-17-
communication is delivered via facsimile at the facsimile telephone number
specified for notice later than 5:00 p.m., eastern time, on any date and
earlier than 11:59 p.m., eastern time, on such date, (iii) the Trading Day
following the date of mailing, if sent by nationally recognized overnight
courier service or (iv) actual receipt by the party to whom such notice is
required to be given. The addresses for such communications shall be with
respect to the Holder of this Warrant or of Warrant Stock issued pursuant
hereto, addressed to such Holder at its last known address or facsimile number
appearing on the books of the Issuer maintained for such purposes, or with
respect to the Issuer, addressed to:
Advanced Viral Research Corp.
000 Xxxxxxxxx Xxxxxxxxx Xxxxx
Xxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxxx, M.D.,
President
Tel. No.: (000) 000-0000
Fax No.: (000) 000-0000
with a copy to:
Xxxxxx Xxxxxxx Xxxxx & Xxxxxxx, P.A.
Bank of America Tower
Suite 0000
000 Xxxxxxxxx Xxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000-2130
Attention: Xxxxxxx X. Xxxxxxx
Tel. No.: (000) 000-0000
Fax No.: (000) 000-0000
Copies of notices to the Holder shall be sent to Jenkens & Xxxxxxxxx Xxxxxx
Xxxxxx LLP, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Xxxxxxxxxxx X. Xxxxxxx, Tel. No.: (000) 000-0000, Fax No.:
(000) 000-0000. Any party hereto may from time to time change its address for
notices by giving at least ten (10) days written notice of such changed address
to the other party hereto.
14. Warrant Agent. The Issuer may, by written notice to each
Holder of this Warrant, appoint an agent having an office in New York, New York
for the purpose of issuing shares of Warrant Stock on the exercise of this
Warrant pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant
pursuant to subsection (d) of Section 2 hereof or replacing this Warrant
pursuant to subsection (d) of Section 3 hereof, 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.
15. Remedies. The Issuer stipulates that the remedies at law of
the Holder of this Warrant in the event of any default or threatened default by
the Issuer in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate and that, to the fullest extent
permitted by law, such terms may be specifically enforced by a decree for the
-18-
specific performance of any agreement contained herein or by an injunction
against a violation of any of the terms hereof or otherwise.
16. Successors and Assigns. This Warrant and the rights evidenced
hereby shall inure to the benefit of and be binding upon the successors and
assigns of the Issuer, the Holder hereof and (to the extent provided herein)
the Holders of Warrant Stock issued pursuant hereto, and shall be enforceable
by any such Holder or Holder of Warrant Stock.
17. Modification and Severability. If, in any action before any
court or agency legally empowered to enforce any provision contained herein,
any provision hereof is found to be unenforceable, then such provision shall be
deemed modified to the extent necessary to make it enforceable by such court or
agency. If any such provision is not enforceable as set forth in the preceding
sentence, the unenforceability of such provision shall not affect the other
provisions of this Warrant, but this Warrant shall be construed as if such
unenforceable provision had never been contained herein.
18. Headings. The headings of the Sections of this Warrant are
for convenience of reference only and shall not, for any purpose, be deemed a
part of this Warrant.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Issuer has executed this Warrant as of the day
and year first above written.
ADVANCED VIRAL RESEARCH CORP.
By:
-------------------------------------------------
Name: Xxxxxx X. Xxxxxxxxx, X.X.
Title: President
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ADVANCED VIRAL RESEARCH CORP.
EXERCISE FORM
The undersigned _______________, pursuant to the provisions of the within
Warrant, hereby elects to purchase _____ shares of Common Stock of Advanced
Viral Research Corp. covered by the within Warrant.
Dated: Signature
------------------- ----------------------------------
Address
---------------------
---------------------
ASSIGNMENT
FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the
said Warrant on the books of the within named corporation.
Dated: Signature
------------------- ----------------------------------
Address
---------------------
---------------------
PARTIAL ASSIGNMENT
FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the right to purchase _________ shares of Warrant Stock
evidenced by the within Warrant together with all rights therein, and does
irrevocably constitute and appoint ___________________, attorney, to transfer
that part of the said Warrant on the books of the within named corporation.
Dated: Signature
------------------- ----------------------------------
Address
---------------------
---------------------
FOR USE BY THE ISSUER ONLY:
This Warrant No. W-02-_____ canceled (or transferred or exchanged) this _____
day of ___________, _____, shares of Common Stock issued therefor in the name
of _______________, Warrant No. W-02_____ issued for ____ shares of Common
Stock in the name of _______________.
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