Blueprint





 







Exhibit 10(zzz)


 


 


 


 



SECURITIES PURCHASE AGREEMENT


 


 


 



between


 


 


 



CEL-SCI CORPORATION


 


 


 



and


 


 


 



ERGOMED plc


 


 


dated
as of

 


 



January 1, 2018


 


 







 








 






 



TABLE OF CONTENTS

 


	


ARTICLE I DEFINITIONS

	


3


	


ARTICLE II PURCHASE AND SALE

	


5


	


Section 2.01 Purchase and Sale.

	


5


	


Section 2.02 Transactions Effected at the
Closing.

	


6


	


Section 2.03 Closing.

	


6


	


ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE
COMPANY

	


6


	


Section 3.01 Organization, Qualification and Authority of the
Company.

	


6


	


Section 3.02 Valid Issuance of Shares.

	


6


	


Section 3.03 No Conflicts; Consents.

	


7


	


Section 3.04 Brokers.

	


7


	


Section 3.05 Offering.

	


7


	


Section 3.06 Reports and Financial Statements; Absence of Certain
Changes.

	


7


	


ARTICLE IV REPRESENTATIONS AND WARRANTIES OF CREDITOR

	


8


	


Section 4.01 Organization and Authority of
Creditor.

	


8


	


Section 4.02 No Conflicts; Consents.

	


8


	


Section 4.03 Restricted Securities.

	


8


	


Section 4.04 Brokers.

	


8


	


ARTICLE V CONDITIONS TO CLOSING

	


8


	


Section 5.01 Conditions to Obligations of All
Parties.

	


8


	


Section 5.02 Conditions to Obligations of
Creditor.

	


9


	


Section 5.03 Conditions to Obligations of the
Company.

	


10


	


ARTICLE VI COVENANTS

	


10


	


Section 6.01 Affirmative Covenants of the
Company.

	


10


	


Section 6.02 Negative Covenant of
Creditor.

	


11


	


Section 6.03 Application of Resale
Proceeds.

	


11


	


Section 6.04 Further Assurances.

	


11


	


ARTICLE VII INDEMNIFICATION

	


11


	


Section 7.01 Survival.

	


11


	


Section 7.02 Indemnification By Company.

	


11


	


Section 7.03 Payments.

	


12


	


Section 7.04 Tax Treatment of Indemnification
Payments.

	


12


	


Section 7.05 Effect of Investigation.

	


12


	


Section 7.06 Exclusive Remedies.

	


12


	


ARTICLE VIII MISCELLANEOUS

	


12


	


Section 8.01 Expenses.

	


12


	


Section 8.02 Notices.

	


12


	


Section 8.03 Interpretation.

	


13


	


Section 8.04 Headings.

	


13


	


Section 8.05 Severability.

	


14


	


Section 8.06 Entire Agreement.

	


14


	


Section 8.07 Successors and Assigns.

	


14


	


Section 8.08 No Third-Party
Beneficiaries.

	


14


	


Section 8.09 Amendment and Modification;
Waiver.

	


14


	


Section 8.10 Governing Law; Submission to Jurisdiction; Waiver of
Jury Trial.

	


15


	


Section 8.11 Counterparts.

	


15







 

 



 

2








 










 



SECURITIES PURCHASE AGREEMENT

 


This Securities Purchase Agreement (this
"Agreement"), dated as of January 1, 2018, is entered into
by and between CEL-SCI Corporation, a Colorado corporation (the
"Company") and Ergomed plc, a public limited company
organized under the laws of England and Wales ("Creditor").


 



Recitals

 


WHEREAS, the Company has authorized the issuance
by the Company of up to 660,000 shares (the "Shares") of the Company’s Common Stock, par value
$0.01 per share (the "Common Stock");

 


WHEREAS, as of the date of this Agreement, the
Company owes Creditor $2,692,774.37, as detailed in
Annex
A (the "Debt"), in connection with a certain co-development
agreement dated as of April 19, 2013, as amended (the
"Co-development
Agreement"), a certain master
services agreement of the same date (the "MSA") and the clinical trial orders making up an
integral part of the MSA (the "CTOs", and together with the Co-development Agreement
and MSA, the "Principal Relationship
Agreements");
and

 


WHEREAS,
the Company wishes to issue the Shares to Creditor in exchange for
Creditor agreeing to provisionally forebear collection of the Debt
and to allow partial satisfaction of the Debt balance in an amount
equal to the Net Proceeds, if any, received by Creditor upon any
resale by Creditor of the Shares, subject to the terms and
conditions set forth herein.

 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

 



ARTICLE I


DEFINITIONS


 


The
following terms have the meanings specified or referred to in this
Agreement:

 


"Action" means any claim, action, cause of action,
demand, lawsuit, arbitration, inquiry, audit, notice of violation,
proceeding, litigation, citation, summons, subpoena or
investigation of any nature, civil, criminal, administrative,
regulatory or otherwise, whether at law or in
equity.

 


"Affiliate" of a Person means any other Person that directly
or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, such Person. The
term "control" (including the terms "controlled by" and "under
common control with") means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting
securities, by contract or otherwise .

 


"Agreement" has the meaning set forth in the
preamble.

 



 

3








 






 


"Business Day" means any day except Saturday, Sunday or any
other day on which commercial banks located in London or Colorado
are authorized or required by Law to be closed for
business.

 


"Closing" has the meaning set forth in Section
2.03.

 


"Closing Date" has the meaning set forth in Section
2.03.

 


"Co-development
Agreement" has the meaning set
forth in the recitals.

 


"Common Stock" has the meaning set forth in the
recitals.

 


"Company" has the meaning set forth in the
preamble.

 


"Contracts" means all contracts, leases, deeds, mortgages,
licenses, instruments, notes, loans, commitments, undertakings,
indentures, joint ventures and all other agreements, commitments
and legally binding arrangements, whether written or
oral.

 


"Creditor" has the meaning set forth in the
preamble.

 


"Creditor
Indemnitees" has the meaning
set forth in Section
7.02.

 


"CTOs" has the meaning set forth in the
recitals.

 


"Debt" has the meaning set forth in the
recitals.

 


"Disclosure
Schedules" means the Disclosure
Schedules delivered by the Company and Creditor concurrently with
the execution and delivery of this Agreement.

 


"Dollars or $" means the lawful currency of the United
States.

 


"Encumbrance" means any charge, claim, community property
interest, pledge, condition, equitable interest, lien (statutory or
other), option, security interest, mortgage, easement,
encroachment, right of way, right of first refusal, or restriction
of any kind, including any restriction on use, voting, transfer,
receipt of income or exercise of any other attribute of
ownership.

 


"Exchange Act" has the meaning set forth in Section
3.06.

 


"Governmental
Authority" means any federal,
state, local or foreign government or political subdivision
thereof, or any agency or instrumentality of such government or
political subdivision, or any self-regulated organization or other
non-governmental regulatory authority or quasi-governmental
authority (to the extent that the rules, regulations or orders of
such organization or authority have the force of Law), or any
arbitrator, court or tribunal of competent
jurisdiction.

 


"Governmental
Order" means any order, writ,
judgment, injunction, decree, stipulation, determination or award
entered by or with any Governmental Authority.

 


"Law" means any statute, law, ordinance, regulation,
rule, code, order, constitution, treaty, common law, judgment,
decree, other requirement or rule of law of any Governmental
Authority.

 



 

4








 






 


"Losses" means losses, damages, liabilities,
deficiencies, Actions, judgments, interest, awards, penalties,
fines, costs or expenses of whatever kind, including reasonable
attorneys' fees and the cost of enforcing any right to
indemnification hereunder and the cost of pursuing any insurance
providers; provided, that "Losses" shall not include punitive damages, except in
the case of fraud or to the extent actually awarded to a
Governmental Authority or other third party.

 


"Material Adverse
Effect" means any event,
occurrence, fact, condition or change that is, or could reasonably
be expected to become, individually or in the aggregate, materially
adverse to the business, results of operations, prospects,
condition (financial or otherwise) or assets of the
Company.

 


"MSA" has the meaning set forth in the
recitals.

 


"Net Proceeds" means proceeds in cash, checks or wire
transfers, as and when received by Creditor upon the sale of any
Shares, net of out-of-pocket fees, costs and expenses paid or
payable by Creditor as a result of or relating to the sale of the
Shares (including brokers’ fees, commissions or discounts and
other transaction fees incurred in connection with such
sale).

 


"Permits" means all permits, licenses, franchises,
approvals, authorizations, registrations, certificates, variances
and similar rights obtained, or required to be obtained, from
Governmental Authorities.

 


"Person" means an individual, corporation, partnership,
joint venture, limited liability company, Governmental Authority,
unincorporated organization, trust, association or other
entity.

 


"Registration
Statement" has the meaning set
forth in Section 6.01(c).

 


"Representative"
means, with respect to any Person, any and all directors, officers,
employees, consultants, financial advisors, counsel, accountants
and other agents of such Person.

 


"SEC" has the meaning set forth in Section
3.06.

 


"SEC
Documents" has the meaning set
forth in Section 3.06.

 


"Securities
Act" has the meaning set forth
in Section 3.05.

 


"Shares" has the meaning set forth in the
recitals.

 



ARTICLE II


PURCHASE AND
SALE

 


Section
2.01         
Purchase and
Sale. Subject to the terms and
conditions set forth herein, at the Closing, the Company shall
issue 660,000 Shares to Creditor in exchange for Creditor agreeing
to provisionally forbear collection of the Debt and to allow
partial satisfaction of the Debt balance in an amount equal to the
Net Proceeds, if any, from any resales of Shares, subject to
Section 6.01(c) and Section 6.03.

 


 



 

5








 






 


Section
2.02         
Transactions
Effected at the Closing. 

 


(a)           At
the Closing, Creditor shall deliver to the
Company:

 


(i)        
all documents, instruments or
certificates required to be delivered by Creditor at or prior to
the Closing pursuant to Section 5.03
of this Agreement.

 


(b)           At
the Closing, the Company shall deliver to
Creditor:

 


(i)           stock
certificates evidencing the Shares; and

 


(ii)         
all agreements, documents, instruments
or certificates required to be delivered by the Company at or prior
to the Closing pursuant to Section 5.02
of this Agreement.

 


Section
2.03        Closing. Subject to the terms and conditions of this
Agreement, the purchase and sale of the Shares contemplated hereby
shall take place at a closing (the "Closing") remotely by electronic mail, or at such other
time or on such other date or at such other place or by such other
method as the Company and Creditor may mutually agree upon orally
or in writing (the day on which the Closing takes place, the
"Closing
Date"). If the Closing does not
take place prior to February 28, 2018, either party may terminate
this Agreement by written notice to the other
party.

 



ARTICLE III


REPRESENTATIONS AND
WARRANTIES OF THE COMPANY


 


The Company represents and warrants to Creditor
that the statements contained in this ARTICLE III
are true and correct as of the date
hereof.

 


Section
3.01       Organization, Qualification and
Authority of the Company. The
Company is a corporation duly organized, validly existing and in
good standing under the Laws of the state of Colorado and has full
corporate power and authority to (a) enter into this Agreement, to
carry out its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery by the
Company of this Agreement, the performance by the Company of its
obligations hereunder and the consummation by the Company of the
transactions contemplated hereby have been duly authorized by all
requisite corporate action on the part of the Company. This
Agreement has been duly executed and delivered by the Company, and
(assuming due authorization, execution and delivery by Creditor)
this Agreement constitutes a legal, valid and binding obligation of
the Company enforceable against the Company in accordance with its
terms.

 


Section
3.02       Valid Issuance of
Shares. The Shares, when
issued, sold and delivered in accordance with the terms of this
Agreement for the consideration expressed herein, will be duly and
validly issued, fully paid, and non-assessable, and will be free of
any Encumbrances or restrictions on transfer other than
restrictions on transfer under this Agreement or under applicable
securities laws or Encumbrances created or imposed by
Creditor.

 


 



 

6








 






 


Section
3.03        No Conflicts; Consents.
The execution, delivery and
performance by the Company of this Agreement, and the consummation
of the transactions contemplated hereby, do not and will not: (a)
conflict with or result in a violation or breach of, or default
under, any provision of the certificate of incorporation, by-laws
or other organizational documents of the Company; (b) conflict with
or result in a violation or breach of any provision of any Law or
Governmental Order applicable to the Company; (c) except as set
forth in Section 3.03
of the Disclosure Schedules, require
the consent or waiver of, notice to or other action by any Person
under, give rise to any rights under, conflict with, result in a
violation or breach of, constitute a default or an event that, with
or without notice or lapse of time or both, would constitute a
default under, result in the acceleration of or create in any party
the right to accelerate, terminate, modify or cancel any Contract
to which the Company is a party or by which the Company is bound or
to which any of its properties and assets are subject or any Permit
affecting the properties, assets or business of the Company
(including without limitation any Contract with respect to any
outstanding rights of first refusal, rights of first offer,
pre-emptive rights, anti-dilution rights ,redemption or repurchase
rights or registration rights); or (d) result in the creation or
imposition of any Encumbrance on any properties or assets of the
Company. Except as set forth in Section 3.03
of the Disclosure Schedules, no
consent, approval, Permit, Governmental Order, declaration or
filing with, or notice to, any Governmental Authority is required
by or with respect to the Company in connection with the execution
and delivery of this Agreement and the consummation of the
transactions contemplated hereby.

 


Section
3.04        
Brokers.
No broker, finder or investment banker
is entitled to any brokerage, finder's or other fee or commission
in connection with the transactions contemplated by this Agreement
based upon arrangements made by or on behalf of the
Company.

 


Section
3.05       Offering. Subject in part to the truth and accuracy of
Creditor’s representations set forth in Article IV of this
Agreement, the offer, sale and issuance of the Shares are exempt
from the registration requirements of the Securities Act of 1933,
as amended (the "Securities
Act"), and will not result in a
violation of the qualification or registration requirements of any
applicable securities laws of any U.S. state or any jurisdiction
outside the U.S., and neither the Company nor any authorized agent
acting on its behalf will take any action hereafter that would
cause the loss of such exemption.

 


Section
3.06       Reports and Financial
Statements; Absence of Certain Changes. The Company has filed all reports, schedules,
forms, statements and other documents required to be filed by the
Company with the Securities and Exchange Commission (the
"SEC") pursuant to the Securities Act and the
reporting requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (such documents, together with any documents
otherwise filed by the Company with the SEC, the
"SEC
Documents"), and has previously
furnished or made available to Creditor true and complete copies of
such SEC Documents and shall promptly deliver or make available to
Creditor any SEC Documents filed between the date hereof and the
Closing Date. None of such SEC Documents, as of their respective
dates (and as amended through the date hereof), contained or, with
respect to SEC Documents filed after the date hereof, will contain
any untrue statement of material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they
were made, not misleading. Since_December 29, 2017, there has been
no event that would have a Material Adverse Effect, except as
disclosed in Section 3.06 of the Disclosure Schedules and in the
SEC Documents.

 


 



 

7








 






 



ARTICLE IV


REPRESENTATIONS AND
WARRANTIES OF CREDITOR

 


Creditor represents and warrants to the Company
that the statements contained in this ARTICLE IV
are true and correct as of the date
hereof.

 


Section
4.01         Organization and Authority of
Creditor. Creditor is a public
limited company properly organized under the Laws of England and
Wales. Creditor has all requisite power and authority to enter into
this Agreement, to carry out its obligations hereunder and to
consummate the transactions contemplated hereby. The execution and
delivery by Creditor of this Agreement, the performance by Creditor
of its obligations hereunder and the consummation by Creditor of
the transactions contemplated hereby have been duly authorized by
all requisite action on the part of Creditor. This Agreement has
been duly executed and delivered by Creditor, and (assuming due
authorization, execution and delivery by the Company) this
Agreement constitutes a legal, valid and binding obligation of
Creditor enforceable against Creditor in accordance with its
terms.

 


Section
4.02      No Conflicts; Consents.
The execution, delivery and
performance by Creditor of this Agreement, and the consummation of
the transactions contemplated hereby, do not and will not: (a)
conflict with or result in a violation or breach of, or default
under, any provision of the constitutional or other organizational
documents of Creditor; (b) conflict with or result in a violation
or breach of any provision of any Law or Governmental Order
applicable to Creditor; or (c) require the consent, notice or other
action by any Person under any Contract to which Creditor is a
party. No consent, approval, Permit, Governmental Order,
declaration or filing with, or notice to, any Governmental
Authority is required by or with respect to Creditor in connection
with the execution and delivery of this Agreement and the
consummation of the transactions contemplated
hereby.

 


Section
4.03        Restricted Securities.
Creditor acknowledges that the Shares
are not registered under the Securities Act, or any state
securities laws, and that the Shares may not be transferred or sold
except pursuant to the registration provisions of the Securities
Act or pursuant to an applicable exemption therefrom and subject to
state securities laws and regulations, as
applicable.

 


Section
4.04         Brokers. No broker, finder or investment banker is entitled
to any brokerage, finder's or other fee or commission in connection
with the transactions contemplated by this Agreement based upon
arrangements made by or on behalf of Creditor.

 



ARTICLE V


CONDITIONS TO
CLOSING

 


Section
5.01        Conditions to Obligations of
All Parties. The obligations of
each party to consummate the transactions contemplated by this
Agreement shall be subject to the fulfilment, at or prior to the
Closing, of each of the following conditions:

 


(a)           No
Governmental Authority shall have enacted, issued, promulgated,
enforced or entered any Governmental Order which is in effect and
has the effect of making the transactions contemplated by this
Agreement illegal, otherwise restraining or prohibiting
consummation of such transactions or causing any of the
transactions contemplated hereunder to be rescinded following
completion thereof.

 


 



 

8








 






 


(b)        
The Company shall have received all
consents, authorizations, orders and approvals from the
Governmental Authorities referred to in Section
3.03, in each case, in form and
substance reasonably satisfactory to Creditor and the Company, and
no such consent, authorization, order and approval shall have been
revoked.

 


Section
5.02         
Conditions to
Obligations of Creditor. The
obligations of Creditor to consummate the transactions contemplated
by this Agreement shall be subject to the fulfilment or Creditor's
waiver (with the exception of (b) below), at or prior to the
Closing, of each of the following conditions:

 


(a)       
    The representations and
warranties of the Company contained in Article III shall be true on
and as of the Closing with the same effect as though such
representations and warranties had been made on and as of the
Closing Date.

 


(b)           
The Company will have received the
approval of the NYSE American for the issuance of the Shares. The
Company (i) will take all reasonable steps to obtain such approval
as soon as possible, (ii) maintain the listing until all of the
Shares have been sold or returned to the Company and (iii) pay all
of the reasonable and customary fees and expenses incurred in
connection with the listing of the Shares. In the event that the
Shares are not listed with the NYSE American in accordance with the
foregoing or the listing ceases to be maintained at any time,
Creditor shall have a right to return any unsold Shares to the
Company for cancellation.

 


(c)           This
Agreement shall have been executed and delivered by the parties
thereto and true and complete copies thereof shall have been
delivered to Creditor.

 


(d)           Creditor
shall have received a certificate of the Secretary or an Assistant
Secretary (or equivalent officer) of the Company
certifying:

 


(i)      
     that attached
thereto are true and complete copies of all resolutions and other
consents adopted by the board of directors and stockholders of the
Company authorizing and approving the execution, delivery, filing
and performance of this Agreement and the consummation of the
transactions contemplated hereby, and that all such resolutions and
consents are in full force and effect as of the Closing and are all
the resolutions and consents adopted in connection with the
transactions contemplated hereby;

 


(ii)           that
attached thereto are true and complete copies of the certificate of
incorporation and by-laws of the Company and that such
organizational documents are in full force and effect as of the
Closing; and

 


(iii)           the
names and signatures of the officers of the Company authorized to
sign this Agreement and the other documents to be delivered
hereunder.

 







 

9








 






 


(e)           The
Company shall have delivered to Creditor a good standing
certificate (or its equivalent) for the Company from the secretary
of state or similar Governmental Authority of the jurisdiction
under the Laws in which the Company is
organized.

 


(f)        
The Company shall have delivered, or
caused to be delivered, to Creditor each of the following, each in
form and substance satisfactory to Creditor:

 


(i)           stock
certificates evidencing the Shares; and

 


(ii)     
such other documents or instruments as
Creditor reasonably requests and are reasonably necessary to
consummate the transactions contemplated by this
Agreement.

 


Section
5.03       Conditions to Obligations of
the Company. The obligations of
the Company to consummate the transactions contemplated by this
Agreement shall be subject to the fulfillment or the Company's
waiver, at or prior to the Closing, of each of the following
conditions:

 


(a)           The
representations and warranties of Creditor contained in Article IV
shall be true on and as of the Closing with the same effect as
though such representations and warranties had been made on and as
of the Closing Date.

 


(b)           This
Agreement shall have been executed and delivered by the parties
thereto and true and complete copies thereof shall have been
delivered to the Company.

 



ARTICLE VI


COVENANTS

 


Section
6.01        
Affirmative
Covenants of the Company. Unless the Company has received the prior written
consent or waiver of Creditor, the Company shall be subject to each
of the following covenants:

 


(a)           The
Company shall at all times maintain under the Laws of the state of
Colorado its valid corporate existence and good standing and (ii)
all material Permits necessary to the conduct of its
businesses.

 


(b)           The
Company shall comply with all Laws applicable to it or its
business, properties or assets, the violation of which would
reasonably be expected to have a Material Adverse
Effect.

 


(c)        
Promptly following the Closing, the
Company shall register the Shares under a Registration Statement on
Form S-1 under the Securities Act (the "Registration
Statement"). The Company (i)
will take all reasonable steps to have the Registration Statement
declared effective as soon as possible, (ii) maintain the
effectiveness of such Registration Statement until all of the
Shares have been sold thereunder or the Shares can be sold pursuant
to Rule 144 of the Securities Act, and (iii) pay all of the
reasonable and customary fees and expenses incurred in connection
with the registration of the Shares. In the event that the Shares
are not registered on the Registration Statement in accordance with
the preceding sentence or the Registration Statement ceases to be
effective at any time, Creditor shall have a right to return any
unsold Shares to the Company for cancellation.

 


 



 

10








 






 


(d)           In
the event that for any reason any of the Shares have not been
resold by Creditor as of December 31, 2018, Creditor may, as its
option, return the Shares to the Company for cancellation.
The Company shall perform and observe
all of its obligations and covenants set forth in this
Agreement.

 


Section
6.02         
Negative Covenant
of Creditor. Unless Creditor
has received the prior written consent or waiver of the Company,
Creditor shall not sell more than 5% of that day’s trading
volume on any single day.

 


Section
6.03        Debt
Reduction/Application of Net Proceeds. The Debt owed will be
reduced by $1,254,000, which was the fair market value of the
660,000 shares of the Company’s common stock as of Close on
December 29, 2017. The Debt will be increased or decreased, as the
case may be, by the amount received by the Creditor from the Net
Proceeds received by the Creditor from the sale of the Shares. If
the Net Proceeds received by the Creditor from the sale of the
Shares is less than $1,254,000, the Debt will be increased by the
difference between $1,254,000 and the Net Proceeds. If the Net
Proceeds received by the Creditor from the sale of the Shares is
more than $1,254,000, the Debt will be reduced by the difference
between $1,254,000 and the Net Proceeds. Any Net Proceeds received
in excess of the debt will be applied towards satisfaction of any
future amounts owed to Creditor by the Company in connection with
the Principal Relationship Agreements.

 


Section
6.04        
Further
Assurances. Following the
Closing, each of the parties hereto shall, and shall cause their
respective Affiliates to, execute and deliver such additional
documents, instruments, conveyances and assurances and take such
further actions as may be reasonably required to carry out the
provisions hereof and give effect to the transactions contemplated
by this Agreement.

 



ARTICLE VII


INDEMNIFICATION

 


Section
7.01        Survival. The
representations and warranties, covenants and agreements contained
herein shall survive the Closing and shall remain in full force and
effect following the Closing Date.

 


Section
7.02        Indemnification By
Company. Subject to the other
terms and conditions of this ARTICLE
VII, the Company shall
indemnify and defend each of Creditor and its Affiliates and their
respective Representatives (collectively, the "Creditor
Indemnitees") against, and
shall hold each of them harmless from and against, and shall pay
and reimburse each of them for, any and all Losses incurred or
sustained by, or imposed upon, the Creditor Indemnitees based upon,
arising out of, with respect to or by reason
of:

 


(a)           any
inaccuracy in or breach of any of the representations or warranties
of the Company contained in this Agreement or in any certificate or
instrument delivered by or on behalf of the Company pursuant to
this Agreement; or

 


(b)           any
breach or non-fulfillment of any covenant, agreement or obligation
to be performed by the Company pursuant to this
Agreement.

 



 

11








 






 


Section
7.03        Payments. Once a Loss is agreed to by the Company or finally
adjudicated to be payable pursuant to this ARTICLE
VII, the Company shall satisfy
its obligations within 15 Business Days of such agreement or final,
non-appealable adjudication by wire transfer of immediately
available funds.

 


Section
7.04         
Tax Treatment of
Indemnification Payments. All
indemnification payments made under this Agreement shall be treated
by the parties as an adjustment to the Net Proceeds for Tax
purposes, unless otherwise required by Law.

 


Section
7.05       Effect of Investigation.
Neither the representations,
warranties and covenants of the Company, nor the right to
indemnification of any Creditor Indemnitee making a claim under
this ARTICLE VII
with respect thereto, shall be
affected or deemed waived by reason of any investigation made by or
on behalf of an Creditor Indemnitee (including by any of its
Representatives) or by reason of the fact that an Creditor
Indemnitee or any of its Representatives knew or should have known
that any such representation or warranty is, was or might be
inaccurate or by reason of an Creditor Indemnitee's waiver of any
condition set forth in Section
5.02.

 


Section
7.06        
Exclusive
Remedies. The parties
acknowledge and agree that their sole and exclusive remedy with
respect to any and all claims (other than claims arising from
breach of contract, fraud, criminal activity or willful misconduct
on the part of a party hereto in connection with the transactions
contemplated by this Agreement) for any breach of any
representation, warranty, covenant, agreement or obligation set
forth herein or otherwise relating to the subject matter of this
Agreement, shall be pursuant to the indemnification provisions set
forth in this ARTICLE
VII. In furtherance of the
foregoing, each party hereby waives, to the fullest extent
permitted under Law, any and all rights, claims and causes of
action for any breach of any representation, warranty, covenant,
agreement or obligation set forth herein or otherwise relating to
the subject matter of this Agreement it may have against the other
parties hereto and their Affiliates and each of their respective
Representatives arising under or based upon any Law, except
pursuant to the indemnification provisions set forth in this
ARTICLE
VII. Nothing in this
Section
7.06 shall limit any Person's
right to seek and obtain any equitable relief to which any Person
shall be entitled or to seek any remedy on account of any party's
fraudulent, criminal or intentional misconduct.

 



ARTICLE VIII


MISCELLANEOUS

 


Section
8.01        
Expenses.
Except as otherwise expressly provided
herein, all costs and expenses of either party, including, without
limitation, fees and disbursements of counsel, financial advisors
and accountants, incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party who
incurred the costs and expenses.


 

Section
8.02        
Notices.
All notices, requests, consents,
claims, demands, waivers and other communications hereunder shall
be in writing and shall be deemed to have been given (a) when
delivered by hand (with written confirmation of receipt); (b) when
received by the addressee if sent by a nationally recognized
overnight courier (receipt requested); (c) on the date sent by
facsimile or e-mail of a PDF document (with confirmation of
transmission) if sent during normal business hours of the
recipient, and on the next Business Day if sent after normal
business hours of the recipient or (d) on the seventh day after the
date mailed, by certified or registered mail, return receipt
requested, postage prepaid. Such communications must be sent to the
respective parties at the following addresses (or at such other
address for a party as shall be specified in a notice given in
accordance with this Section
8.02):


 





 

12








 






 

 



If to the Company: 

CEL-SCI
Corporation







 



8229
Boone Boulevard, Suite 802


Vienna,
Virginia 22182


Facsimile:
(703) 506-9471


E-mail:      
grkersten@cel-sci.com,



Attention:   Geert Kersten, Chief Executive
Officer









 


with a copy to: 

Hart
& Hart, LLC


Facsimile:    
(303) 839-5414  







 




E-mail:  harttrinen@aol.com 


Attention:     William T.
Hart












 



If to Creditor: 

Ergomed
plc








 



The
Surrey Research Park


26-28
Frederick Sanger Road


Guildford,
Surrey GU2 7YD


United
Kingdom



Facsimile: +385 1 4628 501



E-mail:     stephen.stamp@ergomedplc.com



Attention: Stephen Stamp, Chief Financial Officer

  







 

 


with a copy to: 

Covington
& Burling LLP








 



265
Strand


London
WC2R 1BH


Facsimile:   +44 20 7067 2222


E-mail:      
kwiggert@cov.com


Attention:   Kristian Wiggert

  










Section
8.03        Interpretation.
For purposes of this Agreement, (a)
the words "include," "includes" and "including" shall be deemed to
be followed by the words "without limitation"; (b) the word "or" is
not exclusive; and (c) the words "herein," "hereof," "hereby,"
"hereto" and "hereunder" refer to this Agreement as a whole. Unless
the context otherwise requires, references herein: (x) to Articles,
Sections, Disclosure Schedules and Exhibits mean the Articles and
Sections of, and Disclosure Schedules and Exhibits attached to,
this Agreement; (y) to an agreement, instrument or other document
means such agreement, instrument or other document as amended,
supplemented and modified from time to time to the extent permitted
by the provisions thereof and (z) to a statute means such statute
as amended from time to time and includes any successor legislation
thereto and any regulations promulgated thereunder. This Agreement
shall be construed without regard to any presumption or rule
requiring construction or interpretation against the party drafting
an instrument or causing any instrument to be drafted. The
Disclosure Schedules and Exhibits referred to herein shall be
construed with, and as an integral part of, this Agreement to the
same extent as if they were set forth verbatim
herein.

 


Section
8.04        
Headings.
The headings in this Agreement are for
reference only and shall not affect the interpretation of this
Agreement.

 


 



 

13








 






 


Section
8.05        Severability.
If any term or provision of this
Agreement is invalid, illegal or unenforceable in any jurisdiction,
such invalidity, illegality or unenforceability shall not affect
any other term or provision of this Agreement or invalidate or
render unenforceable such term or provision in any other
jurisdiction. Upon such determination that any term or other
provision is invalid, illegal or unenforceable, the parties hereto
shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in
a mutually acceptable manner in order that the transactions
contemplated hereby be consummated as originally contemplated to
the greatest extent possible.

 


Section
8.06       Entire Agreement.
This Agreement constitutes the sole
and entire agreement of the parties to this Agreement with respect
to the subject matter contained herein and therein, and supersedes
all prior and contemporaneous understandings and agreements, both
written and oral, with respect to such subject matter. In the event
of any inconsistency between the statements in the body of this
Agreement and those in the Exhibits and Disclosure Schedules (other
than an exception expressly set forth as such in the Disclosure
Schedules), the statements in the body of this Agreement will
control.

 


Section
8.07       Successors and Assigns.
This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns. Neither party may
assign its rights or obligations hereunder without the prior
written consent of the other party, which consent shall not be
unreasonably withheld or delayed; provided, that Creditor may,
without the prior written consent of the Company, assign all or any
portion of its rights under this Agreement to one or more of its
direct or indirect wholly-owned subsidiaries. No assignment shall
relieve the assigning party of any of its obligations
hereunder.

 


Section
8.08       No Third-Party
Beneficiaries. Except as
provided in ARTICLE
VII, this Agreement is for the
sole benefit of the parties hereto and their respective successors
and permitted assigns and nothing herein, express or implied, is
intended to or shall confer upon any other Person or entity any
legal or equitable right, benefit or remedy of any nature
whatsoever under or by reason of this
Agreement.

 


Section
8.09       Amendment and Modification;
Waiver. This Agreement may only
be amended, modified or supplemented by an agreement in writing
signed by each party hereto. No waiver by any party of any of the
provisions hereof shall be effective unless explicitly set forth in
writing and signed by the party so waiving. No waiver by any party
shall operate or be construed as a waiver in respect of any
failure, breach or default not expressly identified by such written
waiver, whether of a similar or different character, and whether
occurring before or after that waiver. No failure to exercise, or
delay in exercising, any right, remedy, power or privilege arising
from this Agreement shall operate or be construed as a waiver
thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power
or privilege.

 


 



 

14








 






 


 

 


Section
8.10          
Governing Law;
Submission to Jurisdiction; Waiver of Jury
Trial. 

 


(a)           This
Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York without giving effect to any
choice or conflict of law provision or rule (whether of the State
of New York or any other jurisdiction).

 


(b)           ANY
LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE INSTITUTED
IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS
OF THE STATE OF NEW YORK IN EACH CASE LOCATED IN THE CITY OF NEW
YORK AND COUNTY OF NEW YORK, AND EACH PARTY IRREVOCABLY SUBMITS TO
THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION
OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER
DOCUMENT BY MAIL TO SUCH PARTY'S ADDRESS SET FORTH HEREIN SHALL BE
EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER
PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY
SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE
AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH
SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.

 


(c)           EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE
UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO
THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO
REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE
FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS
CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES
THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION
10.10(c).

 


Section
8.11        Counterparts.
This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of
which together shall be deemed to be one and the same agreement. A
signed copy of this Agreement delivered by facsimile, e-mail or
other means of electronic transmission shall be deemed to have the
same legal effect as delivery of an original signed copy of this
Agreement.

 


 

 


[SIGNATURE
PAGE FOLLOWS]

 



 

15








 





 



            

IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first written above by their respective
officers thereunto duly authorized.





 


	

 


 

	

CEL-SCI CORPORATION

	

 


	

 

	

 

	

 

	

 


	
 

	
By:  

	
/s/
Geert
R. Kersten

	

 


	

 

	Name:

	
Geert
R. Kersten

	

 


	

 

	Title:	Chief
Executive Officer	

 







 

 


 


	

 

	
ERGOMED plc	

 


	

 

	

 

	

 

	

 


	
 

	
By:  

	
/s/
Stephen
Stamp

	

 


	

 

	Name:

	
Stephen
Stamp	

 


	

 

	Title:	Chief
Financial Officer	

 






 






 


 

 


 

 




 

16








 










 


 



ANNEX A

 


 

 


See
Attached.

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 



 


 

 

A-1








 






 


	
 

	
 

	


Invoice #

	


Invoice Amount

	


Payment(s) received

	


Net debt

	


Cumulative Net debt


	
 

	
 

	
 

	


$

	


$

	


$

	


$


	


Cumulative Net Debt due as of August 15, 2017

	
 

	
 

	


   4,303,203.63


	
 

	


less: payments received

	
 

	


Sep-17

	


- 250,000.00


	
 

	
 

	
 

	
 

	
 

	


Oct-17

	


- 250,000.00


	
 

	
 

	
 

	
 

	
 

	


Nov-17

	


- 250,000.00


	
 

	
 

	
 

	
 

	
 

	
 

	


 3,553,203.63


	
 

	


Aug-17

	


429/17

	


           22,628.52

	
 

	
 

	
 


	
 

	
 

	


430/17

	


              1,776.48

	
 

	
 

	
 


	
 

	
 

	


431/17

	


            35,294.39

	
 

	
 

	
 


	
 

	
 

	


432/17

	


            15,025.90

	
 

	
 

	
 


	
 

	
 

	


433/17

	


         141,620.50

	
 

	
 

	
 


	
 

	
 

	


434/17

	


            15,765.75

	
 

	
 

	
 


	
 

	


PAW

	


435/17

	


                  704.48

	
 

	
 

	
 


	
 

	
 

	
 

	


          232,816.03

	


         250,000.00

	


- 17,183.97

	


   3,536,019.66


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	


Sep-17

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	


480/17

	


              37,686.99

	
 

	
 

	
 


	
 

	
 

	


481/17

	


               2,680.37

	
 

	
 

	
 


	
 

	
 

	


482/17

	


            38,432.25

	
 

	
 

	
 


	
 

	
 

	


483/17

	


               8,300.15

	
 

	
 

	
 


	
 

	
 

	


484/17

	


            31,200.75

	
 

	
 

	
 


	
 

	
 

	


485/17

	


         141,620.50

	
 

	
 

	
 


	
 

	


PAW

	


487/17

	


                  360.82

	
 

	
 

	
 


	
 

	
 

	
 

	


         260,281.83

	


        250,000.00

	


            10,281.83

	


 3,546,301.49


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	


less: received from share sales

	
 

	


Sep-17

	

-
106,826.37


	
 

	
 

	
 

	
 

	
 

	


Oct-17

	

-
381,024.54


	
 

	
 

	
 

	
 

	
 

	


Nov-17

	

-
365,676.21


	
 

	
 

	
 

	
 

	
 

	
 

	


   2,692,774.37







 

 



 

A-2








 










 



DISCLOSURE SCHEDULES

 


 

 


 

 


 

 



Section 3.03 Approval of the issuance of the Shares by the
NYSE American.

 


 

 


 

 


 

 


 

 


 

 



EXHIBITS

 


 

 


 

 


None.

 


 


 


 

 


 


A-3