Blueprint





 






 



EXHIBIT 10(xxx)


 



AMENDMENT TO CONVERTIBLE NOTES


 

1. In June and July
2017 CEL-SCI Corporation (the “Company”) sold
convertible notes, with a maturity date of December 22, 2017, to a
group of private investors. The Parties to this Agreement do hereby
agree that the maturity date of the convertible notes held by the
persons designated as the “Convertible Note Holders” on
the signatures pages to this Agreement is extended to September 21,
2018.


 

2. In consideration
for the extension of the maturity date of the convertible notes,
the Company will issue to each Convertible Note Holder a warrant
(Series RR) which will entitle the holder to purchase shares of the
Company’s common stock equal in number to 50% the shares
issuable upon the exercise of the warrants issued to the
Convertible Note Holder in June and/or July 2017. The Series RR
warrants may be exercised at any time on or before October 30, 2022
at an exercise price of $1.65 per share.


 

3. Any shares issued
upon the exercise of the Series RR warrants will be
“restricted securities” as that term is defined by the
Securities and Exchange Commission.


 


Agreed
to and Accepted:


 


	

 

	
CEL-SCI
CORPORATION

	

 


	

 

	

 

	

 

	

 


	
November 2,
2017

	
By:  

	
/s/
Geert
Kersten


	

 


	

 

	

 

	
Geert
Kersten, Chief Executive Officer	

 


	

 

	

 

	

 

	

 


	


November 2,
2017



	

 

	

/s/
Geert
Kersten

	

 


	

 

	

 

	

Geert
Kersten


	

 


	

 

	

 

	

 

	

 


	


November 2,
2017



	

 

	

/s/
Harald
Wengust

	

 


	

 

	

 

	

Harald
Wengust

	

 


	

 

	

 

	

 

	

 


	


November 2,
2017



	

 

	

/s/
Christian
Schleuning

	

 


	

 

	

 

	

Christian
Schleuning

	

 


	

 

	

 

	

 

	

 


	


November 2,
2017



	

 

	

/s/
Dirk
Oldenburg

	

 


	

 

	

 

	

Dirk
Oldenburg

	

 


	

 

	

 

	

 

	

 


	

 

	EASTCO PARTNERS,
LLC	

 


	

 

	

 

	

 

	

 


	


November 2,
2017



	

 
By:

	

/s/
Edward
Cohen

	

 


	

 

	

 

	

Edward Cohen,
Authorized Officer

	

 


	

 

	

 

	

 

	

 


	


November 2,
2017



	

 

	

/s/
Tom
Ulie

	

 


	

 

	

 

	

Tom
Ulie

	

 


	

 

	

 

	

 

	

 






 



 

1







 





 


	

 

	DE CLARA
TRUST	

 


	

 

	

 

	

 

	

 


	


November 2,
2017



	

By:

	

/s/
Ralf
Brandenburg

	

 


	

 

	

 

	

Ralf Brandenburg,
Trustee

	

 


	

 

	

 

	

 

	

 


	

 

	KIRCOS FAMILY
REVOCABLE INHERITANCE TRUST dated 8/8/13	

 


	

 

	

 

	

 

	

 


	


November 2,
2017



	

By:

	

/s/
Marc
Kircos

	

 


	

 

	

 

	

Marc Kircos,
Trustee

	

 


	

 

	

 

	

 

	

 


	


November 2,
2017



	

 

	

/s/
J.A.
Wampler

	

 


	

 

	

 

	

J.A.
Wampler

	

 


	

 

	

 

	

 

	

 


	


November 2,
2017



	

 

	

/s/
Heinz
Matthies

	

 


	

 

	

 

	

Heinz
Matthies

	

 


	

 

	

 

	

 

	

 


	


November 2,
2017



	

 

	

/s/
Edward
Renzelli

	

 


	

 

	

 

	

Edward
Renzelli

	

 


	

 

	

 

	

 

	

 


	


November 2,
2017



	

 

	

/s/
Allen H. Van
Dyke

	

 


	

 

	

 

	

Allen H. Van
Dyke

	

 


	

 

	

 

	

 

	

 


	


November 2,
2017



	

 

	

/s/
Shea
Hughes

	

 


	

 

	

 

	

Shea
Hughes

	

 


	

 

	

 

	

 

	

 


	


November 2,
2017



	

 

	

/s/
Patricia B.
Prichep

	

 


	

 

	

 

	

Patricia B.
Prichep

	

 


	

 

	

 

	

 

	

 














 

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