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EXHIBIT 10 (fff)
CEL-SCI CORPORATION
SUBSCRIPTION AGREEMENT
1. Subscription. I hereby agree to purchase 3,000,000 Units of CEL-SCI
Corporation (the "Company") at a price of $0.37 per Unit (US$) in accordance
with the terms and conditions of this Subscription Agreement, for an investment
of $1,110,000.
Each Unit consists of one share of the Company's common stock and one
warrant. Each warrant allows the holder to purchase one share of the Company's
common stock for $0.37 at any time on or before to January 13, 2021.
The shares of common stock and the shares underlying the warrants are
sometimes referred to in this Subscription Agreement as the "Securities".
2. Representations and Warranties. I warrant and represent to the Company
that:
a. I have had the opportunity to review all filings made by the Company
during the past two years with the Securities and Exchange Commission.
b. I (and my purchaser representative, if any) have had an opportunity to
ask questions of, and receive answers from the officers of the Company
concerning the Company's business and affairs.
c. I understand that prices for the Company's common stock on the American
Stock Exchange have been volatile in the past.
d. By virtue of my net worth and by reason of my knowledge and experience
in financial and business matters in general, and investments in particular, I
am capable of evaluating the merits and risks of an investment in the
Securities.
e. I am capable of bearing the economic risks of an investment in the
Securities.
f. My present financial condition is such that I am under no present or
contemplated future need to dispose of any portion of the Securities to satisfy
any existing or contemplated undertaking, need or indebtedness.
g. I hereby represent and warrant that all the representations, warranties
and acknowledgments contained in this Subscription Agreement are true, accurate
and complete as of the date hereof.
3. Accredited or Other Special Investors. I am (initial all applicable
responses):
____ An organization described in Section 501(c)(3) of the Internal
Revenue Code, a corporation or a partnership with total assets in
excess of $5,000,000.
____ A natural person (as opposed to a corporation, partnership, trust
or other legal entity) whose net worth, or joint net work
together with his/her spouse, exceeds $1,000,000.
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____ Any trust, with total assets in excess of $5,000,000, not formed
for the specific purpose of acquiring the securities offered,
whose purchase is directed by a sophisticated per son as
described in Section 506(b)(2)(ii) of Regulation D.
____ A natural person (as opposed to a corporation, partnership, trust
or other legal entity) whose individual income was in excess of
$200,000 in each of the two most recent years (or whose joint
income with such person's spouse was at least $300,000 during
such years) and who reasonably expects an income in excess of
such amount in the current year.
____ A corporation, partnership, trust or other legal entity (as
opposed to a natural person) and all of such entity's equity
owners fall into one or more of the categories enumerated above.
4. Transfer/Registration Rights. I understand that the Securities may not
be sold or otherwise transferred except pursuant to a registration statement or
in a private transaction.
5. Offshore Transaction. If I (the "Buyer") am not a resident of the United
States, and if the securities were not offered or sold within the United States,
then I warrant and represent to the Company the following:
(i) The Buyer is not a U.S. Person (as defined in Regulation S) or if the
Buyer is not a natural person, is not organized under the laws of any
jurisdiction within the United States, was not formed by a U.S. Person
for the purpose of investing in Regulation S securities and is not
otherwise a U.S. Person. The Buyer is not, and on the date of
acceptance of this Agreement by the Seller, will not be, an affiliate
of the Company;
(ii) At the time the buy order was originated, the Buyer was outside the
United States and is outside of the United States as of the date of
the execution and delivery of this Agreement;
(iii) No offer to purchase the Securities was made by the Buyer in the
United States;
6. Closing. The payment for the Securities will be made upon the approval
of the issuance of the Securities by the NYSE MKT.
7. Notices. Any notices or other communications required or permitted
hereby shall be sufficiently given if sent by registered or certified mail,
postage prepaid, return receipt requested, and, if to the Company, at the
address to which this letter Subscription Agreement is addressed, and, if to me,
at the address set forth below my signature hereto, or to such other addresses
as either the Company or I shall designate to the other by notice in writing.
8. Successors and Assigns. This Subscription Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and to the successors
and assigns of the Company and to my personal and legal representatives, heirs,
guardians, successors and permitted assignees.
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9. Reliance Upon Representations. I understand that the Company is relying
upon the accuracy of the representations and warranties which I have made in
this agreement. I agree to indemnify the Company (and any control persons of
such entities) for any loss they may suffer as the result of any false or
misleading warranty, representation or statement of facts which I have made in
connection with the purchase of the Securities.
10. Entire Agreement. This Subscription Agreement represents the entire
Agreement concerning my purchase of the Securities and replaces any and all
prior agreements or understandings, whether oral or written.
112. Applicable Law/Arbitration. This Agreement shall be governed in all
respects by the internal laws of the Commonwealth of Virginia, without regard to
the choice of law provision thereof. Any claim, controversy or dispute with
respect to this Agreement or the Securities will be settled by means of binding
arbitration in Vienna, Virginia. In any litigation, arbitration, or court
proceeding between the Company and the Investor relating to this Agreement, the
prevailing party shall be entitled to reasonable attorneys' fees and expenses
incurred.
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IN WITNESS WHEREOF, I have executed and sealed this Subscription Agreement
this 13th day of January, 2016.
The de Clara Trust
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Typed or Printed Name Signature of Subscriber
ACCEPTED:
CEL-SCI CORPORATION
By:______________________
Dated:_______________ RETURN THIS SUBSCRIPTION AGREEMENT TO:
CEL-SCI Corporation
8229 Boone Blvd. #802
Vienna, VA 22182, USA
Fax: USA (703) 506-9471
