EXHIBIT 10(i)
WARRANT ADJUSTMENT AGREEMENT
THIS AGREEMENT, made this 28th day of July, 2010, by and between CEL-SCI
Corporation ("CEL-SCI"), and Xxxxxx Ventures ("Xxxxxx") is made for the purpose
of adjusting the terms of CEL-SCI's Series M warrants held by Xxxxxx.
In consideration of the mutual promises, covenants, and representations
contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE I
ADJUSTMENT OF WARRANTS
The Parties agree that the Series M warrants held by Xxxxxx are amended such
that Xxxxxx may purchase 6,000,000 shares of CEL-SCI's common stock (as reduced
from 8,800,000 shares) at a price of $0.60 per share.
ARTICLE II
REPRESENTATIONS OF XXXXXX
Xxxxxx has the right, power, and authority to enter into, and perform its
obligations under, this Agreement. The execution and delivery of this Agreement
by Xxxxxx and the performance by Xxxxxx of its obligations hereunder will not
cause, constitute, or conflict with or result in (a) any breach or violation or
any of the provisions of or constitute a default under any license, mortgage,
articles of organization, operating agreement or other agreement to which Xxxxxx
is a party, or by which it may be bound, nor will any consents or authorizations
of any party other than those hereto be required; (b) an event that would permit
any party to any agreement to terminate it or to accelerate the maturity of any
indebtedness or other obligation of Xxxxxx; or (c) an event that would result in
the creation or imposition or any lien, charge, or encumbrance on any asset of
Xxxxxx or would create any obligation for which Xxxxxx would be liable, except
as contemplated by this Agreement. Xxxxxx has good and marketable title to the
Series M warrants.
ARTICLE III
REPRESENTATIONS OF CEL-SCI
CEL-SCI has the right, power, and authority to enter into, and perform its
obligations under, this Agreement. The execution and delivery of this Agreement
by CEL-SCI and the performance by CEL-SCI of its obligations hereunder will not
cause, constitute, or conflict with or result in (a) any breach or violation or
any of the provisions of or constitute a default under any license, mortgage,
articles of organization, operating agreement or other agreement to which
CEL-SCI is a party, or by which it may be bound, nor will any consents or
authorizations of any party other than those hereto be required; (b) an event
that would permit any party to any agreement to terminate it or to accelerate
the maturity of any indebtedness or other obligation of CEL-SCI; or (c) an event
that would result in the creation or imposition or any lien, charge, or
encumbrance on any asset of CEL-SCI or would create any obligation for which
CEL-SCI would be liable, except as contemplated by this Agreement.
CEL-SCI CORPORATION
By: /s/ Geert X. Xxxxxxx
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Geert X. Xxxxxxx, Chief Executive Officer
XXXXXX VENTURES
By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx, Authorized Officer
