First Amendment
to


SECURITIES
PURCHASE AGREEMENT


 


This First Amendment
to Securities Purchase Agreement (this “First Amendment”) is dated as of December 21, 2012, by and between NanoViricides,
Inc., a Nevada corporation (the “Company”), and Seaside 88, LP, a Florida limited partnership (such investor,
including its successors and assigns, “Seaside”).


 


WHEREAS, the parties
entered into that certain Securities Purchase Agreement dated as of June 26, 2012 (the “Agreement”; capitalized
terms used herein without definition shall have the meanings assigned to such terms in the Agreement), which Agreement provided
for the sale by the Company to Seaside, and the purchase by Seaside from the Company, of up to 5,000 shares of Series C Stock of
the Company on certain Closing Dates as set forth in the Agreement; and


 


WHEREAS, the parties
now desire to amend the Agreement to modify the timing of the Subsequent Closing pursuant to the Agreement, as more specifically
set forth herein.


 


NOW, THEREFORE, in
consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and Seaside agree as follows:


 


1.The following
definition as set forth in Section 1.1 of the Agreement shall be amended hereby by deleting such definition in its entirety and
substituting therefor the following:


 


“Subsequent
Closing Date” means the day mutually selected by the Company and the Purchaser subsequent to the final Conversion Date
on which the last of the Shares issued and sold in the Initial Closing have been converted into Common Stock (or, if any such day
is not a Trading Day, then the first day thereafter that is a Trading Day), or such later date when all conditions precedent to
(i) the Purchaser’s obligations to purchase the second tranche of 2,500 Shares and (ii) the Seller’s obligations to
deliver such 2,500 Shares at the Subsequent Closing have been satisfied or waived, unless this Agreement is earlier terminated
pursuant to the terms hereof, but in no event greater than thirty (30) days following the final Conversion Date on which the last
of the Shares issued and sold in the Initial Closing have been converted into Common Stock.


 


2.Except as otherwise
expressly provided in this First Amendment, all provisions of the Agreement are hereby ratified and agreed to be in full force
and effect, and are incorporated herein by reference. This First Amendment may be executed in separate counterparts, each of which
shall be deemed an original, and all of which taken together shall constitute one and the same instrument.


 


8.This First Amendment and the Agreement
constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all prior written
agreements and negotiations and oral understandings, if any, with respect to such subject matter.


 






    	 



    	 	



    
 


IN WITNESS WHEREOF,
the parties hereto have caused this First Amendment to Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


 


 


	NanoViricides, Inc.	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	 	 	 	 	 
	 	Name:	 	 	 	 
	 	Title:	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	Seaside 88, LP	 	 	 	 
	 	 	 	 	 	 
	By:	Seaside 88 Advisors, LLC	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	 	 	 	 	 
	 	Name: William J. Ritger
Title: Manager