Unassociated Document


    
      Exhibit
        10.39

       

      THE
        SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. SUCH
        WARRANT AND OTHER SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED AND
        MAY
        NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON EXCEPT IN A TRANSACTION
        WHICH IN THE OPINION OF SECURITIES COUNSEL REASONABLY SATISFACTORY TO THE
        COMPANY IS EXEMPT FROM REGISTRATION UNDER APPLICABLE FEDERAL OR STATE SECURITIES
        LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER.

      


      Warrant
        #W014-FI001

      


      COMMON
        STOCK PURCHASE WARRANT

       

      For
        the
        Purchase of 3,700,000 Shares of Common Stock,

      $0.001
        Par Value

       

      of

       

      CARDIOVASCULAR
        BIOTHERAPEUTICS, INC.

      (A
        Delaware Corporation)

       

      THIS
        CERTIFIES that, for receipt in hand of Three Thousand Seven Hundred Dollars
        ($3,700.00) ($0.001 per share of underlying Common Stock) and other valueable
        received, FirmInvest
        AG
        (“Warrant Holder”) is entitled to at any time or from time to time before 5:00
        P.M., PST, on the Expiration Date, but not thereafter, to subscribe for,
        purchase and receive Three Million Seven Hundred Thousand (3,700,000) shares
        of
        fully paid and nonassessable shares of the common stock, $0.001 par value
        (the
        "Common Stock"), of CardioVascular BioTherapeutics, Inc., a Delaware corporation
        (the "Company"). As used herein, the term "Expiration Date" shall mean the
        date
        that is five (5) years following the Effective Date; and the term "Effective
        Date" means the date hereof. The exercise price for such shares shall be
        $1.00
        per share. The number of shares of the Common Stock to be received upon the
        exercise of this Warrant and the price to be paid for a share of Common Stock
        may be adjusted from time to time as hereinafter set forth. The shares of
        Common
        Stock deliverable upon such exercise, and as adjusted from time to time,
        are
        hereinafter sometimes referred to as "Warrant Stock" and the exercise price
        of a
        share of Common Stock in effect at any time and as adjusted from time to
        time is
        hereinafter referred to as the "Exercise Price."

       

      1. Exercise
        of Warrant.
        

       

      (a) Expiration.
        If the
        subscription rights represented hereby shall not be exercised at or before
        5:00
        P.M., PST, on the Expiration Date, as defined above, this Warrant shall without
        any action on the part of the Company being required, become and be void
        without
        further force or effect, and all rights represented hereby shall cease and
        expire.


      (b) Exercise
        Procedure.
        This
        Warrant may be exercised in whole or in part at any time or times during
        the
        period commencing on the Effective Date and ending on the Expiration Date.
        This
        Warrant may be exercised by presentation and surrender of this Warrant and
        the
        Notice of Exercise form attached hereto and payment of the Exercise Price
        for
        such shares of Common Stock to the Company at 1635 Village Center Circle,
        Suite
        250, Las Vegas, Nevada 89134 (or such other office or agency of the Company
        as
        it may designate by notice in writing to the Warrant Holder hereof at the
        address of such Warrant Holder appearing on the books of the Company). This
        Warrant may be exercised in accordance with its terms in whole or in part
        (payment of a portion of the Exercise Price shall proportionately reduce
        the
        number of shares to be issued to the Warrant Holder). In the event of the
        exercise of this Warrant in part only, the Company shall cause to be delivered
        to the Warrant Holder a new Warrant of like tenor to this Warrant in the
        name of
        the Warrant Holder evidencing the right of the Warrant Holder to purchase
        the
        number of shares of the Common Stock purchasable hereunder as to which this
        Warrant has not been exercised.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      (c) No
        Fractional Shares.
        No
        fractional shares or scrip representing fractional shares shall be issued
        upon
        the exercise of this Warrant. With respect to any fraction of a share called
        for
        upon the exercise of this Warrant, an amount equal to such fraction multiplied
        by the Fair Market Value of a share of Common Stock on the date of exercise
        shall be paid in cash or check to the holder of this Warrant. 

       

      (d) Charges,
        Taxes and Expenses.
        The
        Warrant Holder shall pay all issue and transfer taxes and other incidental
        expenses in respect of the issuance of certificates for shares of Warrant
        Stock
        upon the exercise of this Warrant, and such certificates shall be issued
        in the
        name of the Warrant Holder.

       

      2. Right
        of Repurchase.
        The
        Warrant contains no express or mandatory repurchase right.

       

      3. Rights
        of the Warrant Holder.
        The
        Warrant Holder shall not, by virtue hereof, be entitled to any rights of
        a
        shareholder in the Company, either at law or equity, and the rights of the
        Warrant Holder are limited to those expressed in this Warrant and are not
        enforceable against the Company except to the extent set forth
        herein.

       

      4. Anti-Dilution
        Provisions.

       

      (a) Adjustments.
        In case
        (i) the outstanding shares of the Common Stock shall be subdivided into a
        greater number of shares, (ii) a dividend in Common Stock shall be paid in
        respect of Common Stock, or (iii) the outstanding shares of Common Stock
        shall
        be combined into a smaller number of shares thereof, the Exercise Price per
        share in effect immediately prior to such subdivision or combination or at
        the
        record date of such dividend or distribution shall simultaneously with the
        effectiveness of such subdivision or combination or immediately after the
        record
        date of such dividend or distribution be proportionately adjusted to equal
        the
        product obtained by multiplying the Exercise Price by a fraction, the numerator
        of which is the number of outstanding shares of Common Stock prior to such
        combination, subdivision or dividend, and the denominator of which is that
        number of outstanding shares of Common Stock after giving effect to such
        combination, subdivision or dividend. Any dividend paid or distributed on
        the
        Common Stock in stock or any other securities convertible into shares of
        Common
        Stock shall be treated as a dividend paid in Common Stock to the extent that
        shares of Common Stock are issuable upon the conversion thereof.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      Whenever
        the Exercise Price per share is adjusted as provided in the immediately
        preceding paragraph, the number of shares of the Common Stock purchasable
        upon
        exercise of the Warrant immediately prior to such Exercise Price adjustment
        shall be adjusted, effective simultaneously with such Exercise Price adjustment,
        to equal the product obtained (calculated to the nearest full share) by
        multiplying such number of shares of the Common Stock by a fraction, the
        numerator of which is the Exercise Price per share in effect immediately
        prior
        to such Exercise Price adjustment and the denominator of which is the Exercise
        Price per share in effect upon such Exercise Price adjustment, which adjusted
        number of shares of the Warrant Stock shall thereupon be the number of shares
        of
        the Common Stock purchasable upon exercise of the Warrant until further adjusted
        as provided herein.

       

      (b) No
        Adjustment for Small Amounts.
        Anything in this Section 4 to the contrary notwithstanding, the Company shall
        not be required to give effect to any adjustment in the Exercise Price unless
        and until the net effect of one or more adjustments, determined as above
        provided, shall have required a change of the Exercise Price by at least
        ten
        cents, but when the cumulative net effect of more than one adjustment so
        determined shall be to change the actual Exercise Price by at least ten cents,
        such change in the Exercise Price shall thereupon be given effect.

       

      (c) Common
        Stock Defined.
        Whenever reference is made in this Section 4 to the issue or sale of shares
        of
        Common Stock, the term "Common Stock" shall mean the Common Stock of the
        Company
        of the class authorized as of the date hereof and any other class of stock
        ranking on a parity with such Common Stock. However, shares issuable upon
        exercise hereof shall include only shares of the class designated as Common
        Stock of the Company as of the date hereof.

       

      5. Transfer
        to Comply with the Securities Act of 1933.

       

      (a) Unless
        registered for resale under the United States Securities Act of 1933, as
        amended
        (the “Act”), this Warrant may not be sold or assigned, and the Common Stock or
        any other security issued or issuable upon exercise of this Warrant may not
        be
        sold, transferred or otherwise disposed of, except to a person who, in the
        opinion of counsel for the Company, is a person to whom such Warrant or Common
        Stock may legally be transferred without registration and without the delivery
        of a current prospectus under the
        Securities Act with respect thereto and then only against receipt of an
        agreement of such person to comply with the provisions of this Section with
        respect to any resale or other disposition of such securities.

       

      (b) The
        Company may cause the following legends (set forth here and further below)
        to be
        set forth on each certificate representing Common Stock or any other security
        issued or issuable upon exercise of this Warrant not theretofore distributed
        to
        the public or sold to underwriters for distribution to the public pursuant
        to
        Section 5 hereof, unless counsel for the Company is of the opinion as to
        any
        such certificate that such legend is unnecessary:

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      "THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD
        OR
        OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
        MADE UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), OR PURSUANT TO AN EXEMPTION
        FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED
        TO THE SATISFACTION OF THE COMPANY."

       

      6. Representations,
        Warranties and Agreements of Warrant Holder.
        Warrant
        Holder hereby represents, warrants and agrees as follows:

       

      (a) Financial
        Risk.
        Warrant
        Holder acknowledges that there is a present public market for shares of the
        Company’s Common Stock, although transfer of the Common Stock purchased may be
        restricted. As a result, (i) Warrant Holder may not be able to liquidate
        its
        investment in the event of emergency, (ii) transferability is extremely limited
        and (iii) in the event of a disposition Warrant Holder could sustain a
        loss.

       

      (b) Investment
        Purpose.
        This
        Warrant is being purchased by Warrant Holder and not by any other person,
        whether or not a “U.S. Person” as that term is defined under Regulation S under
        the Act (“Regulation S”), with Warrant Holder’s own funds and not with the funds
        of any other person, and for the account of Warrant Holder, not as a nominee
        or
        agent and not for the account of any other person. No other person will have
        any
        interest, beneficial or otherwise, in the Common Stock. Warrant Holder is
        not
        obligated to purchase or transfer the Common Stock to any other person nor
        does
        Warrant Holder have any agreement or understanding to do so. Warrant Holder
        does
        not intend to subdivide Warrant Holder’s purchase of the Common Stock with any
        person.

       

      (c) Resale
        or Transfer.
        Warrant
        Holder is not purchasing this Warrant or the underlying Common Stock for
        distribution or resale to others. Warrant Holder agrees that it will not
        sell or
        otherwise transfer this Warrant or the underlying Common Stock unless any
        transfer complies with the resale provisions for “Category 3” companies set
        forth in Regulation S, is registered under the Act or unless an exemption
        from
        such registration is available. Warrant Holder acknowledges that the Company
        has
        agreed not to transfer the Warrant or Common Stock and may require an opinion
        of
        legal counsel satisfactory to the Company to the effect that a proposed transfer
        complies with the resale provisions set forth in Regulation S, is registered
        under the Act or is exempt.

       

      (d) Private
        Issue.
        Warrant
        Holder understands that neither this Warrant nor the underlying Common Stock
        have been registered under the Act, by reason of a claimed exemption under
        the
        provisions of the Act which depends, in part, upon the fact that Warrant
        Holder
        is not either a “U.S. Person” (as that term is defined in Regulation S) or
        purchasing this Warrant and underlying Common Stock for the benefit of a U.S.
        Person, and on Warrant Holder’s agreement to restrict transfers of this Warrant
        and the underlying Common Stock in the manner described for “Category 3”
companies in Regulation S.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      (e) Regulation
        S Compliance.
        Warrant
        Holder certifies that it is not a “U.S. Person” (as that term is defined in
        Regulation S), and is not acquiring this Warrant for the account or benefit
        of
        any U.S. person. It is agreed that the Company reserves the right to request
        documentation from Warrant Holder to verify the foregoing representation.
        It is
        also agreed that the Company in its sole discretion may reject or limit any
        sale
        or transfer of this Warrant or of the underlying Common Stock at any time.
        Warrant Holder acknowledges that it is aware that the Company is relying
        upon
        the foregoing representation relating to its non-U.S. status. In the event
        the
        Warrant Holder is a corporation, partnership, trust or other entity, Warrant
        Holder certifies that it was not formed, organized or incorporated under
        the
        laws of the United States.

       

      (g) Corporate
        Authorization.
        Warrant
        Holder, if not an individual, represents that it is empowered and duly
        authorized to enter into this Agreement under any and all governing documents,
        partnership agreements, trust instruments, pension plans, charter, certificate
        of incorporation, bylaw provisions or the like (the “Governing Documents”), and
        the person signing on behalf of Warrant Holder is empowered and duly authorized
        to do so by such Governing Documents.

       

      (h) Binding
        Effect.
        This
        Agreement constitutes a valid and binding agreement of Warrant Holder
        enforceable against Warrant Holder in accordance with its terms.

       

      (i) Receipt
        of Information.
        The
        Warrant Holder has received and reviewed this Warrant; it, its attorney and
        its
        accountant have had access to, and an opportunity to review all documents
        and
        other materials requested of, the Company; it and they have been given an
        opportunity to ask any and all questions of, and receive answers from, the
        Company concerning the terms and conditions of this Warrant and to evaluate
        the
        suitability of an investment in this Warrant; and, in evaluating the suitability
        of an investment in this Warrant; it and they have not relied upon any
        representations or other information (whether oral or written) other than
        as set
        forth herein.

      


      (j) Sales
        of Common Stock.
        The
        Warrant Holder represents and warrants that the Warrant Holder is familiar
        with
        the provisions of Rule 144 promulgated under the Act which, in substance,
        permits limited public resale of “restricted securities” acquired, directly or
        indirectly, from the issuer thereof (or from an affiliate of such issuer)
        in a
        non-public offering subject to the satisfaction of certain conditions,
        including, among other things: (i) the availability of certain public
        information about the Company; (ii) the resale occurring not less than one
        year after the party has purchased, and made full payment for, within the
        meaning of Rule 144, the securities to be sold; and (iii) in the case
        of an affiliate, or of a non-affiliate who has held the securities less than
        two
        years, the sale being made through a broker in an unsolicited “broker’s
        transaction” or in transactions directly with a market maker (as such term is
        defined under the Securities Exchange Act of 1934, as amended) and the amount
        of
        securities being sold during any three month period not exceeding the specified
        limitations stated therein, if applicable. The Holder acknowledges that in
        the
        event the applicable requirements of Rule 144 are not met, registration
        under the Securities Act or compliance with another exemption from regis-tration
        will be required for any disposition of the Common Stock issuable upon exercise
        of this Warrant.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      7. Agreement
        to Refrain from Resales.
        Without
        in any way limiting the representations, warranties and agreements herein,
        Warrant Holder further agrees that it shall in no event pledge, hypothecate,
        sell, transfer, assign or otherwise dispose of the Common Stock or any interest
        therein, nor shall Warrant Holder receive any consideration for the Common
        Stock
        from any person, unless any such transaction is made in accordance with the
        provisions of Regulation S, pursuant to a registration under the Act or pursuant
        to an available exemption from registration. Warrant Holder further agrees
        that
        it will not engage in any hedging transactions with regard to the Common
        Stock
        unless in compliance with the Act.

       

      8. The
        Common Stock is to be Legended.
        Warrant
        Holder understands and agrees that the certificates representing the Common
        Stock may bear such legends as the Company may consider necessary or advisable
        to facilitate compliance with the transfer and hedging restrictions of
        Regulation S, the Act and any other securities law, including without limitation
        legends stating that the Common Stock has not been registered under the Act
        or
        qualified under any state securities laws, and setting forth the limitations
        on
        disposition imposed hereby. An example of such legend is as
        follows:

       

      “THIS
        STOCK HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES
        ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW. THIS STOCK MAY NOT
        BE
        TRANSFERRED EXCEPT IN ACCORDANCE WITH THE RESALE PROVISIONS FOR “CATEGORY 3”
COMPANIES OF REGULATION S UNDER THE SECURITIES ACT OF 1933 OR IN THE ABSENCE
        OF
        A REGISTRATION OR QUALIFICATION OR WITHOUT AN OPINION OF COUNSEL TO THE EFFECT
        THAT ANY SUCH TRANSFER IS EXEMPT FROM REGISTRATION OR
        QUALIFICATION.”

       

      9. Company
        Shall Refuse to Transfer.
        Notwithstanding the foregoing, the Company hereby agrees in this Agreement
        that
        it shall refuse to register any transfer of the Common Stock not made in
        accordance with the provisions of Regulation S, pursuant to registration
        under
        the Act or pursuant to an available exemption from registration. Warrant
        Holder
        further understands that the Company’s transfer agent shall be notified of the
        issuance of the Common Stock and shall be instructed by the Company to place
        stop order instructions against any transfer or sale of the Common Stock
        for a
        period of one year from the Effective Date of this Warrant.

       

      10. Indemnification.
        Warrant
        Holder hereby agrees to indemnify and defend the Company and its directors,
        officers and their respective agents, and hold them harmless from and against
        any and all liability, damage, cost or expense incurred on account of or
        arising
        out of:

       

      (a) Any
        breach of or inaccuracy in Warrant Holder’s representations, warranties or
        agreements herein;

       

      (b) Any
        disposition of the Common Stock contrary to any of Warrant Holder’s
        representations, warranties or agreements herein; or

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      (c) Any
        action, suit or proceeding based on (i) a claim that any of said
        representations, warranties, agreements or information were inaccurate or
        misleading or otherwise cause for obtaining damages or redress from the Company
        or any director or officer of the Company under the Act or (ii) any disposition
        of the Common Stock.

       

      11. Successors.
        The
        representations, warranties and agreements contained in this Subscription
        Agreement shall be binding on Warrant Holder’s successors, assignees, heirs and
        legal representatives and shall inure to the benefit of the respective
        successors and assignees of the Company and its directors and
        officers.

       

      12. Governing
        Law.
        This
        warrant shall be governed by and construed in accordance with the laws of
        the
        State of Nevada, United States of America applicable to contracts made and
        to be
        performed wholly within such state.

       

      13. Miscellaneous.

       

      (a) Waiver.
        With
        regard to any power, remedy or right provided herein or otherwise available
        to
        any party hereunder (i) no waiver or extension of time shall be effective
        unless
        expressly contained in a writing signed by the waiving party; and (ii) no
        alteration, modification or impairment shall be implied by reason of any
        previous waiver, extension of time, delay or omission in exercise or other
        indulgence.

       

      (b) Severability.
        The
        validity, legality or enforceability of the remainder of this Warrant shall
        not
        be affected even if one or more of its provisions shall be held to be invalid,
        illegal or unenforceable in any respect.

       

      (c) Entire
        Agreement.
        This
        Warrant contains the entire agreement among the parties hereto with respect
        to
        the transaction contemplated herein and supersedes all prior agreements and
        understandings among the parties relating to the subject matter hereof.


       

      IN
        WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
        duly
        authorized officer and Warrant Holder acknowledges its agreement to the
        conditions set forth above as of the ___ day of October 2007 (the “Effective
        Date”).


      
        	 	 


        	Warrant Holder	CardioVascular BioTherapeutics,
                Inc.


        	
                FirmInvest
                  AG

              	A Nevada Corporation


        	 	 


        	
                By:
                  /s/ Frederic
                  Chanson                               
                  

              	
                By:
                  /s/ Mickael A.
                  Flaa                                  
                  

              


      

      


      
        	
                Print
                  Name: Frederic
                  Chanson                      
                  

              	
                Print
                  Name: Mickael A.
                  Flaa                          
                  

              


      

      


      
        	
                Title:
                  CEO                                                         
                  

              	
                Title:
                  CFO                                                         
                  

              


      

      


      
        	
                Date:
                  Oct. 12,
                  2007                                          
                  

              	
                Date:
                  10/12/07                                                  

              


      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      NOTICE
        OF EXERCISE

      


      
        	
                To:

              	
                CardioVascular
                  BioTherapeutics, Inc.

              


      

      
        	 	
                c/o
                  Legal Department

              


      

      
        	 	
                1635
                  Village Center Circle, Suite 250

              


      

      
        	 	
                Las
                  Vegas, Nevada 89134

              


      

      


      (1) The
        undersigned hereby elects to purchase _____________________ shares of Common
        Stock of CardioVascular BioTherapeutics, Inc., a Delaware corporation, pursuant
        to the terms of the attached Warrant, and tenders herewith payment of the
        purchase price in full.

      


      (2) The
        undersigned represents that the aforesaid shares are being acquired for the
        account of the undersigned for investment and not with a view to, or for
        resale
        in connection with, the distribution thereof and that the undersigned has
        no
        present intention of distributing or reselling such shares, except in compliance
        with applicable Federal and state securities laws.

      


      (3) The
        undersigned accepts such shares subject to the restrictions on transfer set
        forth in the attached Warrant.

      


      (4) Warrant
        Holder certifies that it is not a “U.S. Person” as that term is defined in
        Regulation S of the Securities Act of 1933 (the “Act”), and is not acquiring the
        Common Stock for the account or benefit of any U.S. person. 

      


      [ISSUER
        MAY REQUIRE WARRANT HOLDER TO FURNISH A WRITTEN OPINON OF COUNSEL TO THE
        EFFECT
        THAT THE WARRANT AND THE SECIRITIES DELIVERED UPON EXERCISE THEREOF HAVE
        BEEN
        REGISTERED UNDER THE ACT OR ARE EXEMPT FROM REGISTRATION
        THEREUNDER]

      


      


      ____________________________

      (Date)

      Holder:
        ____________________________ 

      


      By:
         
        ____________________________ 

      


      Name:
        ____________________________

      


      Title:
         
        ____________________________


      
        
          
          

        

        
          8