ex4-7.htm


    Exhibit
4.7

     

    NEITHER
THIS CONVERTIBLE DEMAND PROMISSORY NOTE NOR THE SECURITIES FOR WHICH IT MAY BE
EXCHANGED HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR THE SECURITIES LAWS OF ANY STATE AND NEITHER THIS NOTE NOR SUCH
SECURITIES MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT AND LAWS UNLESS MAKER RECEIVES AN OPINION
OF COUNSEL REASONABLY ACCEPTABLE TO IT THAT SUCH REGISTRATION IS NOT
REQUIRED.

    


    AMENDED AND
RESTATED

    CONVERTIBLE DEMAND
PROMISSORY NOTE

     

    Houston,
Texas

     

    $[_______] Issue Date:  March
1, 2008

    


               FOR VALUE RECEIVED, the
undersigned, Omnimmune Corporation, a Texas corporation (“Maker”), promises to
pay to [____________________________________], a [_____________________]
(“Payee”; Payee and any subsequent holder(s) hereof are individually and
collectively referred to as “Holder”), or order, the sum of [___________]
Dollars ($[_______]), together with interest thereon from and after the date
hereof until paid in full, all as hereinafter provided.

    


    1.           Interest and Principal
Payments.

    


    (a)           Payment in Cash or Common
Stock.  This Note is payable in either:

    


    
      	
              (i)  

            	
              Immediately
      available funds on written demand by Holder at any time on or after the
      earlier of either:

            


    

    


    (A) the
date on which Maker either (1) shall have closed on a Qualified Financing (as
defined below) or (2) otherwise shall have cash on hand in an amount equal to
not less than Ten Million Dollars ($10,000,000); or

    


    (B)
February 28, 2013 (the “Maturity Date”); or

    


    
      	
              (ii)  

            	
              Shares
      of Maker’s Common Stock at any time at the option of the Holder in
      accordance with Section 2 below.

            


    

     

     (b)          Interest.  From
and including the date hereof to and including the date this Note is paid or
otherwise discharged, the unpaid principal amount of this Note shall bear simple
interest per annum at ten percent (10%), computed on the basis of a year of
three hundred sixty (360) days.

    


    (c)           Tender.  All
payments of principal and interest shall be made in lawful money of the United
States of America (except as otherwise provided in Sections 1(a), above, and 2,
below) and shall be made to Holder at Holder’s address set forth in Section 7 or
at such other place as Holder may designate to Maker in writing.

    


    (d)           Maker’s Right of Prepayment
Without Penalty.  It is agreed and understood by Holder that
Maker reserves the right and option at any time after the date hereof and during
the term of this Note to prepay the principal and interest hereunder without
penalty; provided,
however, that Maker may only exercise its right to prepay this Note after
having first delivered to Holder ten (10) days prior written notice of its
intent to do so, during which period Holder may elect to convert this note to
Common Stock in accordance with the terms hereof.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    2.           Conversion
of Note.  

    


    (a) Definitions.  For
purposes of this Note, the following terms and phrases shall have the meaning
ascribed thereto:

    


    “Common
Stock” shall have the meaning ascribed thereto in Maker’s Articles of
Incorporation, as amended; and

    


    “Qualified
Financing” shall mean the closing of any equity financing (including any debt
financing that is convertible into Maker’s capital stock) completed by Maker
after the date hereof involving the sale and issuance (or any series of
integrated sales and issuances) by Maker to third parties of shares of its
capital stock resulting in net proceeds to Maker of not less than Ten Million
Dollars ($10,000,000).

    


    (b) Conversion.  At
any time at the option of Holder upon five (5) day’s prior written notice,
Holder may convert the entire outstanding principal due hereunder into Omnimmune
Common Stock by the cancellation of this Note in exchange for the issuance of
that number of shares of Common Stock as shall equal (i) the then outstanding
principal amount of the Note on the date fixed for any such conversion; divided by (ii) $0.1781 (the
“Conversion Price”), as adjusted for the split of Common Stock at a split ratio
of 2.8072-for-1, effective as of March 26, 2008.

    


    (c) Payment of
Interest.  Upon conversion of this Note, Maker shall be forever
released from all its obligations and liabilities under this Note, except that
Maker shall be obligated to pay Holder, within thrity (30) days after the date
of such conversion, any interest accrued and unpaid to and including the date of
such conversion, and no more.

    


    (d) Holder’s Right to Receive
Warrant Conditional Upon Conversion of 25% of Principal.  If,
at any time during the term of this Note, Holder elects to convert at least a
minimum of 25% of the principal amount due and owing hereunder into Common Stock
according to the provisions hereof, in addition to the certificate or
certificates representing the shares delivered to Holder upon conversion of this
Note into Common Stock, Maker shall deliver that certain Warrant, in the form
attached hereto, evidencing Holder’s rights to purchase an additional [________]
shares of Common Stock at an exercise price of $0.1781, subject to adjustment in
accordance with Section 2(e) hereof, upon the terms and conditions set forth
therein.  Following the foregoing issuance, regardless of any future
conversion elections by the Holder in accordance with the provisions hereof,
Holder shall not be entitled to receive any additional Warrant(s) pursuant
hereto.

    


    If, at
any time during the term of this Note prior to the issuance of the Warrant
referenced above, Holder elects not to convert at least 25% of the principal
amount due and owing hereunder according to the provisions hereof, any and all
rights of Holder to receive such Warrant shall terminate and Holder shall have
no further rights to receive such Warrant, nor shall Maker be obligated to issue
such Warrant.

    


    Upon
conversion as aforesaid, the stock certificate or certificates and the Warrant
so delivered shall be registered in the name of Holder.  To the extent
of the amount which Holder elects to convert to Common Stock hereunder, this
Note shall be deemed to have been paid and such certificate or certificates and,
if Holder elects to convert 25% of the principal amount due hereunder, the
Warrant shall be deemed to have been issued, and Holder shall be deemed to have
become a holder of record for all purposes as of the date on which said notice,
together with the release or partial release of this Note and such other
documentation evidencing its payment, either partially or in full, is received
by the Company.

    


    (e) Conversion Price and Warrant
Adjustments.

    


    (1) Capital
Adjustments.  In case Maker shall at any time after March 26,
2008: (i) declare a dividend on the outstanding Common Stock payable in shares
of its capital stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then, in
each case, the Conversion Price, the number of shares of Common Stock subject to
the Warrant and the exercise price of the Warrant in effect, at the time of the
record date for such dividend or of the effective date of such subdivision or
combination, shall be proportionately adjusted so that the Holder shall be
entitled to receive the aggregate number and kind of shares upon conversion
hereof as in effect immediately prior to such dividend, subdivision or
combination, which, if the Note had been converted immediately prior to such
time, the Holder would have owned upon such conversion and been entitled to
pursuant to the Warrant, if applicable.  Such adjustment shall be made
successively whenever any event listed above shall occur.  Any
adjustment under this paragraph shall become effective at the close of business
on the date the dividend, subdivision or combination becomes
effective.

     

    (2) Merger, Consolidation or Sale of
Assets.  If Maker is a party to a reorganization, a merger or
consolidation with or into another corporation, or the sale of Maker’s
properties and assets as, or substantially as, an entirety to any other person,
then, as a part of such transaction, lawful provision shall be made so that this
Note and the underlying Warrant shall pertain and apply to the securities and/or
other property to which the holder of the number of shares of Common Stock of
Maker then covered by this Note and the Warrant would have been entitled had
this Note been converted in whole immediately prior to the effective date of
such reorganization, merger, consolidation or sale.  In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Note with respect to the rights and interests of the Holder after the
reorganization, merger, consolidation or sale to the end that the provisions of
this Note shall be applicable after that event, as near as reasonably may be, in
relation to any securities or other property deliverable after that event upon
conversion of this Note.  Maker shall not effect any such
reorganization, merger, consolidation or sale unless upon or prior to the
consummation thereof the successor corporation, or if Maker shall be the
surviving corporation but is not the issuer of the shares of stock or other
securities or property to be delivered to holders of shares of the Common Stock
outstanding at the effective time thereof, then such issuer, shall assume by
written instrument the obligation to deliver to the Holder such shares of stock,
securities, cash or other property as the Holder shall be entitled to in
accordance with the foregoing provisions.

     

    (3) De Minimis
Adjustments.  No adjustment in the Conversion Price shall be
required unless such adjustment would require an increase or decrease of at
least $0.01 in the Conversion Price and no adjustment in the number of shares of
Common Stock subject to the Warrant shall be required unless such adjustment
would required an increase or decrease of at least one whole share; provided, however, that any
adjustment less than this amount which is not made shall be carried forward and
shall be made at the time of and together with any subsequent adjustment which,
on a cumulative basis, amounts to an adjustment of at least this
amount.

     

    (4) Notice to Holder of
Adjustment.  Whenever the Conversion Price and/or number of
shares of Common Stock subject to the Warrant are adjusted as herein provided,
Maker shall cause to be mailed to the Holder a notice (i) stating that the
Conversion Price and/or number of shares of Common Stock subject to the Warrant
have been adjusted, (ii) setting forth the Conversion Price and/or number of
shares of Common Stock subject to the Warrant as adjusted, and (iii) showing in
reasonable detail the computations and the facts upon which such adjustment is
based.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.           Exchange Procedures;
Reservation of Shares; Taxes.

    


    (a) Delivery of
Certificate.  In the case of Holder's election to convert this
Note into Maker’s Common Stock as provided under Section 2, Holder shall deliver
a written notice of such election to Maker in which Holder shall so indicate
such election.  Any conversion shall be deemed to have been made at
the close of business on the date the recipient is deemed to have received such
notice.  Upon the exchange of this Note for shares of Common Stock,
Maker shall, as soon as practicable, take all such steps as may be necessary to
issue such Stock, in exchange for this Note, and thereafter deliver to Holder a
certificate or certificates for the number of shares of Stock to which Holder
shall be entitled against receipt of this Note, duly endorsed for
cancellation.

    


    (b) Noteholder Not Deemed a
Stockholder.  Unless and until this Note is converted or
exchanged into Common Stock as set forth herein, Holder shall not be entitled to
vote or receive dividends or be deemed the holder of Common Stock of the Company
for any purpose (other than to the extent that Holder may previously own shares
of Common Stock of the Company, prior to or exclusive from the conversion of
this Note), nor shall anything contained in this Note be construed to confer
upon the Holder any of the rights of a stockholder of the Company or any right
to vote, give or withhold consent to any corporate actions (whether any
reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends
or subscription rights, or otherwise, prior to the issuance of record to the
Holder of the Common Stock which it is then entitled to receive upon the due
exercise of its right to convert this Note, as aforesaid.

    


    (c) Reservation of
Shares.  Maker covenants that, at the exchange date, it will
make available out of its authorized Common Stock, solely for the purpose of
issue upon exchange of this Note for Common Stock, such number of shares of
Common Stock as shall then be issuable upon the exchange of this
Note.

    


    (d) Validity of
Issuance.  Maker covenants that all shares of Common Stock
issued hereunder shall, at the time of delivery, be duly and validly issued,
fully paid and nonassessable.

    


    (e) Taxes.  Holder
shall pay any documentary, stamp or similar issue or transfer tax due on the
issue of Common Stock upon the conversion of such Holder’s
Note.  Holder shall also pay any tax which is due because the Common
Stock is issued in a name other than Payee’s name and any income taxes, capital
gains taxes or other similar taxes.

    


    (f) No Fractional
Shares.  Instead of any fractional shares of any Common Stock
which would otherwise be issuable upon conversion of this Note, Maker shall pay
in cash the amount of outstanding principal that is not so converted, such
payment to be in the form a check payable to Holder.  The holder of
fractional interests shall not be entitled to any rights as security holders of
Maker in respect of such fractional interests.

    


    4.           Events of
Default.  The occurrence or
existence of any one of the following events or conditions shall constitute an
“Event of Default”:

    


    (a)           Maker
shall fail to pay the principal of, or interest on, this Note when the same
becomes due and payable in accordance with the terms hereof and such amount
remains unpaid for ten (10) days after the due date thereof;

    


    (b)           Maker
fails to observe or perform any other covenant or agreement on the part of Maker
contained in this Note which failure continues for a period of sixty (60) days
after the date of written notice thereof from Holder; or

    


    (c)           Maker
makes a general assignment for the benefit of its creditors or applies to any
tribunal for the appointment of a trustee or receiver of a substantial part of
the assets of Maker, or commences any proceedings relating to Maker under any
bankruptcy, reorganization, arrangement, insolvency, readjustment of debts,
dissolution or other liquidation law of any jurisdiction; or any such
application is filed, or any such proceedings are commenced against Maker and
Maker indicates its consent to such proceedings, or an order or decree is
entered by a court of competent jurisdiction appointing such trustee or
receiver, or adjudicating Maker bankrupt or insolvent, or approving the petition
in any such proceedings, and such order or decree remains unstayed and in effect
for ninety (90) days.

    


    5.           Remedies.

    


    (a)           If
an Event of Default occurs and is continuing, Holder may, by notice in writing
to Maker, declare the entire unpaid principal of the Note to be due and payable
immediately, and upon any such declaration the principal and unpaid interest on
the Note shall become and be immediately due and payable, and Holder may
thereupon proceed to protect and enforce its rights either by suit in equity or
by action at law or by other appropriate proceedings, whether for specific
performance (to the extent permitted by law) of any covenant or agreement
contained herein or in aid of the exercise of any power granted herein, or
proceed to enforce the payment of this Note or to enforce any other legal or
equitable right of Holder.

    


    (b)           In
the event this Note is placed in the hands of an attorney for collection or for
enforcement, or in the event that Holder incurs any costs incident to the
collection of any indebtedness evidenced hereby, Maker agrees to pay all
reasonable attorneys’ fees and expenses, all court and other costs and the
reasonable costs of any other collection efforts.  Forbearance to
exercise the remedies set forth herein with respect to any failure or breach of
Maker shall not constitute a waiver by Holder of any of such
remedies.

    


    6.           Expenses.  Each of Maker and
Payee shall bear its own costs incurred in connection with the negotiation,
documentation and execution of this Note, the closing of the transactions
contemplated herein, and any amendment, waiver, consent, supplement or
modification hereto.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.           Notices. All notices, requests,
consents and other communications required or permitted under this Note shall be
in writing and shall be deemed to have been delivered three (3) days after the
date mailed, postage prepaid, by certified mail, return receipt requested, or on
the date personally delivered:

    


    
      	
              If
      to Maker, to:

              Omnimmune
      Corp.

              Attn:  Chief
      Executive Officer

              4600
      Post Oak Place, Suite 352

              Houston,
      Texas  77027

               

              with
      a copy to:

               

              Frank
      McDaniel, Esq.

              McDaniel
      & Henry, LLP

              PO
      Box 681235

              Marietta,
      Georgia   30068-0021

            	
              If
      to Payee, to:

               

              ________________
      ________________

              _______________

               

            


    

    


    If to any
Holder other than Payee, to such address as may have been designated by notice
given Maker by such Holder.  Maker, Payee or any other Holder may
designate a different address by notice given in accordance with the
foregoing.

    


    8.           Governing
Law. This Note and the
rights and obligations of the parties hereunder shall be governed by, and
construed and interpreted in accordance with, the laws of the State of Texas
(without regard to principles of conflicts of laws) and applicable federal
law.

    


    9.           Entire
Agreement.  This Note shall
constitute the entire agreement between the parties with respect to the
indebtedness represented hereby and shall supersede and replace all prior
promissory notes, arrangements, agreements and understandings with respect to
the subject matter hereof, including without limitation, that certain
Convertible Demand Promissory Note dated as of March 1, 2008, the original of
which must be surrendered to and in the possession of Maker prior to any payment
on or conversion of this Note.

    


    This
Note shall be valid upon cancellation and surrender to Maker of the original
Convertible Demand Promissory Note dated March 1, 2008 in the original principal
amount of [$___________].

    


    Omnimmune
Corp.

    


     

    By:_________________________________                                                      

    Harris A.
Lichtenstein, Ph.D.

    Chief
Executive Officer

    


    ACCEPTED
AND AGREED TO:

    


                                               


    [___________]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FORM OF
WARRANT

    


    Warrant
No.
____                                                                                                                     ______
__, 2008

     

    THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES
LAWS.  THIS WARRANT AND ANY OF SUCH SHARES MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
REGISTRATION UNDER SAID ACT AND ALL OTHER APPLICABLE SECURITIES LAWS UNLESS AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.

    


    WARRANT
TO PURCHASE SHARES OF

    COMMON
STOCK OF OMNIMMUNE CORP.

     

    1.           Grant of
Warrant.  Omnimmune Corp., a Texas corporation (the “Company”),
hereby agrees that [__________________] (the “Holder”) is entitled, subject to
the provisions of this Warrant, to purchase from the Company, up to [____]
([______]) shares of fully paid and non-assessable shares of Common Stock (the
“Warrant Stock”) at a price as provided in Section 4 below (the “Exercise
Price”). The term “Holder” as used herein shall include any transferee to whom
this Warrant has been transferred in accordance with this Warrant.

     

    The term
“Common Stock” means the Common Stock, $0.01 value per share, of the Company as
constituted on the date hereof, together with any other equity securities that
may be issued by the Company in substitution therefor.  The number of
shares of Common Stock to be received upon the exercise of this Warrant may be
adjusted from time to time as hereinafter set forth.  The term
“Company” means and includes the Company as well as any successor corporation
resulting from the merger or consolidation of such corporation with another
corporation.

     

    2.           Exercise of
Warrant.  This Warrant may be exercised, as to the whole or any
lesser number of whole shares of Warrant Stock,  at any time during
the period commencing on the earlier of (i) six (6) months after the date on
which the Company or any successor thereto becomes subject to the reporting
requirements of Section 13 or Section 15(d) of the Securities Exchange Act of
1934, as amended, or (ii) two (2) years from the date of issuance, and expiring
at 5:00 p.m., Houston, Texas time, upon and coincident with the fifth (5th)
anniversary of the date the Warrant becomes exercisable (such date referred to
herein as the “Expiration Date”). This Warrant shall
expire if not properly exercised in full by the Expiration Date.

     

    The
Holder may exercise this Warrant by presentation and surrender of this Warrant
to the Company prior to the Expiration Date at its principal office in Houston,
Texas, or at the office of its stock transfer agent, if any, with the Notice of
Exercise attached hereto duly executed and accompanied by payment (either in
cash or by certified or official bank check, payable to the order of the
Company) of the aggregate Exercise Price for the number of shares of Warrant
Stock specified in such form.

     

    In lieu
of the payment of the Exercise Price, Holder may require the Company to convert
this Warrant, in whole or in part, into shares of Common Stock as provided
herein (“cashless exercise”).  In order to require the cashless
exercise of this Warrant, the Holder shall surrender to the Company this Warrant
with the Notice of Exercise at the end hereof duly completed and
executed.  Upon such cashless exercise, the Company shall deliver to
Holder (without payment by Holder of any of the Exercise Price) that number of
shares of Common Stock equal to the quotient obtained by dividing (x) the value
of this Warrant (or portion thereof if being exercised in part) at the time of
the cashless exercise (determined by subtracting the aggregate Exercise Price of
the shares of Warrant Stock as to which the Warrant is being exercised in effect
immediately prior to the cashless exercise from the aggregate Current Market
Price (as defined below) of the shares of Warrant Stock as to which the Warrant
is being exercised immediately prior to the cashless exercise) by (y) the
Current Market Price of one share of Common Stock immediately prior to the
cashless exercise.

     

    For the
purposes of any computation hereunder, the term “Current Market Price” per share
of Common Stock on any date shall be deemed to be the average of the daily
closing prices for the five consecutive trading days immediately preceding the
date in question.  The closing price for each day shall be the last
reported sales price or, in case no such reported sale takes place on such day,
the closing bid price, in either case on the principal national securities
exchange on which the Common Stock is listed or admitted to trading or, if the
Common Stock is not listed or admitted to trading on any national securities
exchange, the highest reported bid price for the Common Stock as furnished by
the National Association of Securities Dealers, Inc. through Nasdaq or a similar
organization if Nasdaq is no longer reporting such information.  If on
any such date the Common Stock is not listed or admitted to trading on any
national securities exchange and is not quoted by Nasdaq or any similar
organization, the fair value of a share of Common Stock on such date, as
determined in good faith by the board of directors of the Company, whose
determination shall be conclusive absent manifest error, shall be
used.

     

    Upon
receipt by the Company of this Warrant, together with payment in the amount of
the Exercise Price or a notice of cashless exercise as set forth above, at its
principal office in Houston, Texas, or by the stock transfer agent of the
Company at such agent’s office, in proper form for exercise, the Holder shall be
deemed to be the holder of record of the shares of Common Stock issuable upon
such exercise, notwithstanding that the stock transfer books of the Company
shall then be closed or that certificates representing such shares of Common
Stock shall not then be actually delivered to the Holder.  As soon as
practicable after each such exercise of this Warrant, the Company shall issue
and deliver to the Holder a certificate or certificates for the Warrant Stock
issuable upon such exercise, registered in the name of the Holder.  If
this Warrant should be exercised in part only, the Company shall, upon surrender
of this Warrant for cancellation, execute and deliver a new Warrant evidencing
the right of the Holder to purchase the balance of the Warrant Stock subject to
purchase hereunder.

     

    3.           Transfer of
Warrant.  Any Warrants issued upon the transfer or exercise in
part of this Warrant shall be numbered and shall be registered in a warrant
register (the “Warrant Register”) as they are issued.  The Company
shall be entitled to treat the registered holder of any Warrant on the Warrant
Register as the owner in fact thereof for all purposes and shall not be bound to
recognize any equitable or other claim to or interest in such Warrant on the
part of any other person.  This Warrant shall be transferable on the
books of the Company only upon delivery hereof with the Form of Assignment at
the attached duly completed and executed by the Holder or by his or its duly
authorized attorney or representative, or accompanied by proper evidence of
succession, assignment or authority to transfer.  In all cases of
transfer by an attorney, executor, administrator, guardian or other legal
representative, duly authenticated evidence of his or its authority shall be
produced.  Upon any registration of transfer, the Company shall
deliver a new Warrant to the person entitled thereto.  This Warrant
may be exchanged, at the option of the Holder hereof, for another Warrant, or
other Warrants of different denominations, of like tenor and representing in the
aggregate the right to purchase a like number of shares of Warrant Stock, upon
surrender to the Company or its duly authorized agent. Notwithstanding the
foregoing, the Company shall have no obligation to cause this Warrant to be
transferred on its books to any person, or Warrant Stock to be issued, if, in
the opinion of counsel to the Company, such transfer or issuance does not comply
with the provisions of the Act and the rules and regulations thereunder, and any
applicable state securities laws (“Blue Sky Laws”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.           Exercise
Price.  Subject to adjustment as set forth in Section 6 hereof,
the exercise price per share of Warrant Stock (the “Exercise Price”) shall be
$[____].

     

    5.           Reservation of
Shares.  The Company will at all times reserve for issuance and
delivery all shares of Common Stock issuable upon exercise of this
Warrant.  All such shares shall be duly authorized and, if issued in
compliance with the terms of this Agreement, shall be validly issued, fully paid
and non-assessable.  No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this
Warrant.  In lieu of any fractional shares or scrip, the Company shall
pay the Holder an amount equal to the applicable Exercise Price multiplied by
such fraction of a share otherwise called for upon any exercise of this
Warrant.

     

    6.           Adjustments.

     

    (a)           Capital
Adjustments.  In case the Company shall at any time after the
date this Warrant is issued: (i) declare a dividend on the outstanding Common
Stock payable in shares of its capital stock, (ii) subdivide the outstanding
Common Stock, or (iii) combine the outstanding Common Stock into a smaller
number of shares, then, in each case, the Exercise Price in effect, and the
number of shares of Warrant Stock, at the time of the record date for such
dividend or of the effective date of such subdivision or combination, shall be
proportionately adjusted so that the holders of the Warrant shall be entitled to
receive the aggregate number and kind of shares, for the same aggregate Exercise
Price as in effect immediately prior to such dividend, subdivision or
combination, which, if such Warrants had been exercised immediately prior to
such time, such holders would have owned upon such exercise and been entitled to
receive by virtue of such dividend, subdivision, or combination.  Such
adjustment shall be made successively whenever any event listed above shall
occur.  Any adjustment under this paragraph shall become effective at
the close of business on the date the dividend, subdivision or combination
becomes effective.

     

    (b) Mergers, Consolidations or
Sale of Assets.  If the Company is a party to a reorganization
(other than as provided for herein), or a merger or consolidation with or into
another corporation, or the sale of the Company’s properties and assets as, or
substantially as, an entirety to any other person, then, as a part of such
transaction, lawful provision shall be made so that this Warrant shall pertain
and apply to the securities and/or other property to which the holder of the
number of shares of Common Stock of the Company then covered by this Warrant
would have been entitled had this Warrant been exercised in whole immediately
prior to the effective date of such reorganization, merger, consolidation or
sale.  In any such case, appropriate adjustment shall be made in the
application of the provisions of this Warrant with respect to the rights and
interests of the Holder after the reorganization, merger, consolidation or sale
to the end that the provisions of this Warrant shall be applicable after that
event, as near as reasonably may be, in relation to any securities or other
property deliverable after that event upon exercise of this Warrant. Any such
adjustment shall be made by and set forth in a supplemental agreement between
the Company, or any successor thereto, and the Holder and shall for all purposes
hereof conclusively be deemed to be an appropriate adjustment.  The
Company shall not effect any such reorganization, merger, consolidation or sale
unless upon or prior to the consummation thereof the successor corporation, or
if the Company shall be the surviving corporation and is not the issuer of the
shares of stock or other securities or property to be delivered to holders of
shares of the Common Stock outstanding at the effective time thereof, then such
issuer, shall assume by written instrument the obligation to deliver to the
Holder such shares of stock, securities, cash or other property as the Holder
shall be entitled to purchase in accordance with the foregoing
provisions.

     

    (c) Notice to Holder of
Adjustment.  Whenever the number of shares of Warrant Stock or
the Exercise Price is adjusted as herein provided, the Company shall cause to be
mailed to the Holder a notice (i) stating that the number of shares of Warrant
Stock have been adjusted, (ii) setting forth the adjusted number of shares of
Warrant Stock, (iii) the Exercise Price, as adjusted, and (iv) showing in
reasonable detail the computations and the facts, including the amount of
consideration received or deemed to have been received by the Company, upon
which such adjustments are based.

     

    (d) De
Minimis Adjustments. All calculations under this
Section 6 shall be made to the nearest cent or to the nearest share, as the case
may be; provided, however that, no adjustment in the Exercise Price shall be
required if such adjustment is less than $.01; and provided, further, that any
adjustments which by reason of this Section 6 are not required to be made shall
be carried forward and taken into account in any subsequent
adjustment.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.           Securities
Law Matters; Restrictions on Transfer.

     

    (a) Investment Intent
Only.  This Warrant will be acquired for Holder’s own account,
for investment and not with a view to, or for resale in connection with, any
distribution or public offering thereof within the meaning of the Securities Act
of 1933, as amended (the “Securities Act”).  Holder has no present
intention of selling, granting any participation or interest in, or otherwise
distributing, transferring or disposing of this Warrant.

     

    (b) Accredited
Holder.  Holder (a) is an “Accredited Investor” as that term is
defined in Rule 501 of Regulation D promulgated under the Securities Act, and
has such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of such Holder’s prospective
investment in the Warrant; (b) has the ability to bear the economic risks of
such Holder’s prospective investment, including a complete loss of Holder’s
investment in the Warrant; (c) has not been offered the Warrant by any form of
advertisement, article, notice or other communication published in any
newspaper, magazine, or similar media or broadcast over television or radio, or
any seminar or meeting whose attendees have been invited by any such media; (d)
has had an opportunity to ask questions and receive answers from representatives
of the Company regarding the terms and conditions of the Warrant and the
condition of the Company’s business, including, without limitation, its
financial condition; and (e) acknowledges that Holder has conducted its own due
diligence with respect to the Company, the Warrant and any other matter which
Holder believes to be material to a decision to lend and further acknowledges
that Holder is making its investment decision based on this due
diligence.

     

    (c) Compliance with
Laws.  Holder acknowledges compliance with the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001, also known as the “USA PATRIOT
Act.”  Additionally, Holder represents that neither it nor any of its
principal owners, partners, members, directors or officers are included on: (i)
the Office of Foreign Assets Control list of foreign nations, organizations and
individuals subject to economic and trade sanctions, based on United States
foreign policy and national security goals; (ii) Executive Order 13224, which
sets forth a list of individuals and groups with whom United States persons are
prohibited from doing business because such individuals and groups have been
identified as terrorists or persons who support terrorism or (iii) any other
watch list issued by any governmental authority, including the Securities and
Exchange Commission.

     

    (d) No Registration;
Legend.  Holder acknowledges that (a) neither the Warrant nor
any securities obtainable upon conversion or payment thereof have been
registered under the Securities Act or the securities laws of any state or other
jurisdiction in reliance upon exemptions from such registration requirements for
non-public offerings and (b) the Company is under no obligation to register
the Warrant or securities obtainable upon exercise hereof under the Securities
Act or any securities laws of any state or take any action to make any exemption
from such registration provisions available.  Such Holder acknowledges
the Warrant and any securities obtainable upon exercise hereof must be held
indefinitely unless subsequently registered under the Securities Act or an
exemption from such registration is available.  Holder understands
that no public market now exists for any of the securities issued by the Company
hereunder and that there is no assurance that a public market will ever exist
for such securities.  Holder agrees to the imprinting, so long as
required by law, of a legend on this Warrant and the Warrant Stock should the
Warrant be exercised in the following form or one similar to it.

     

    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE
PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED BY
THE REGISTERED HOLDER HEREOF FOR PURPOSES OF INVESTMENT AND IN RELIANCE ON
STATUTORY EXEMPTIONS UNDER THE SECURITIES ACT, AND STATUTORY EXEMPTIONS UNDER
APPLICABLE STATE SECURITIES LAWS.  THESE SECURITIES MAY NOT BE SOLD,
PLEDGED, TRANSFERRED OR ASSIGNED, EXCEPT IN A TRANSACTION WHICH IS EXEMPT FROM
REGISTRATION UNDER PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER;
AND IN THE CASE OF AN EXEMPTION, ONLY IF THE CORPORATION HAS RECEIVED AN OPINION
OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION DOES NOT
REQUIRE REGISTRATION OF ANY SUCH SECURITIES.

     

    8.           Notices.   All
notices required hereunder must be in writing and shall be deemed given when
sent by facsimile, delivered by nationally recognized overnight courier service,
delivered personally or within three days after mailing when mailed by certified
or registered mail, return receipt requested, if to the Company, at Omnimmune
Corp., 4600 Post Oak Place, Suite 352, Houston, Texas  77027,
Attention:  Harris A. Lichtenstein, Ph.D., Esq., President, and if to
the Holder, at the address for the registered Holder as it appears on the books
of the Company, or at such other address of which the Company or Holder has been
advised by notice hereunder.

     

    9.           Rights as a
Shareholder.   The Holder shall have no rights as a
shareholder with respect to any shares covered by this Warrant until the date of
issuance of such shares.

     

    10.        Lost or Destroyed
Warrant.   Upon receipt by the Company of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, and upon surrender and cancellation of this
Warrant, if mutilated, the Company shall execute and deliver a new Warrant of
like tenor and date.  The Holder agrees with the Company that this
Warrant is issued, and all the rights hereunder shall be held subject to, all of
the conditions, limitations and provisions set forth herein.

     

    11.        Applicable Law.  The
Warrant is issued under and shall for all purposes be governed by and construed
in accordance with the laws of the State of Texas, without regard to conflicts
of law principles.

     

     

    
      IN WITNESS WHEREOF, the
Company has caused this Warrant to be signed by the duly authorized undersigned
officer, in the name and on behalf of the Company, as of the day and year first
above written.

      


      COMPANY:

      Omnimmune Corp.

      


      By:           _______________________________

      Name:  Harris A.
Lichtenstein, Ph.D.

      Title:  President

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOTICE
OF EXERCISE

    


    (To be
signed only on exercise of Warrant)

    


    


    TO:  OMNIMMUNE
CORP.

    


    


    The undersigned, the holder of the a
Warrant dated _______ to purchase _________ shares of common stock of Omnimmune
Corp., hereby irrevocably elects to exercise such Warrant for, and to receive
thereunder _________* shares of common stock of Omnimmune Corp. [check as
applicable]:

    


    _____ by
cashless exercise; or

     

    _____ by
tendering payment herewith in the amount of
$                                                                                                                     

     

    in
accordance with the terms thereof, and requests that certificates for such
securities be issued in the name of, and delivered to:

     

    Name:_____________________________________                                

     

    Address:___________________________________

     

     

    Social
Security or Tax Identification
Number:                                                                                                           

     

    and, if such number of shares of
Warrant Stock shall not be all the shares of Warrant Stock covered by the within
Warrant, that a new Warrant for the balance of the Warrant Stock covered by the
within Warrant be registered in the name of, and delivered to, the undersigned
at the address stated below.

     

    


    Dated: ____________________                                    Name:_______________________

     

    Address:____________________

     

    Social
Security or Tax Identification Number:_________________________

     

    Signature:___________________

     

    (Signature
must conform in all respects to name of Holder as specified on the face of the
Warrant)

    


    


    *Insert
the number of shares of Warrant Stock as to which the Warrant is being
exercised.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WARRANT
ASSIGNMENT

     

    (To be
executed by the registered holder if such holder desires to transfer the
attached Warrant).

     

    FOR VALUE
RECEIVED, ___________ hereby sells, assigns and transfers unto:

     

    


     

    Name:                                

     

    Address:                      

     

    


     

    Social
Security or Tax Identification
Number:                                                                                                           

     

    a Warrant
to purchase ______ shares of Common Stock of Omnimmune Corp. (the “Company”),
together with all right, title, and interest therein, and does hereby
irrevocably constitute and appoint _______________ attorney to transfer such
Warrant on the books of the Company, with full power of
substitution.

     

    Dated:__________________           Name:___________________________________

     

    Address:_________________________________

     

    Social
Security or Tax Identification Number:___________________

     

    Signature:________________________________

     

    NOTE:  The
above signature should correspond exactly with the name on the first page of
this Warrant.