ex10_2.htm


    
      

    

     

    THIS
      WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON
      STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE,
      PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
      AS
      TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR
      AN
      OPINION OF COUNSEL REASONABLY SATISFACTORY TO NANOVIRICIDES, INC., THAT SUCH
      REGISTRATION IS NOT REQUIRED.

     

    COMMON
      STOCK PURCHASE WARRANT

    


    Right
      to
      Purchase _______ Shares of Common Stock of

    


    NANOVIRICIDES,
      INC.

    


    
      	
              Warrant
                No.: ____

            	
              Dated:  ____________,
                2007

            


    

    


    Nanoviricides,
      Inc., a corporation
      organized under the laws of the State of Nevada (the “Corporation”) hereby
      certifies that, for value received, ______________________, or its successors or
      assigns
      (the “Holder”) is entitled to purchase from the Corporation upon the due
      exercise hereof, and subject to the terms and conditions herein, from the date
      of issue of this warrant (the “Warrant”) until the third anniversary of the
      issuance hereof (the "Expiration Date"), all or any part of _______ fully paid
      and non-assessable shares of common stock, par value $.001 per share (the
      "Common Stock") of the Corporation, upon surrender hereof, with the exercise
      form annexed hereto duly completed and executed, at the office of the
      Corporation and upon simultaneous payment therefore in cash or by certified
      or
      official bank check, payable to the order of the Corporation, at a price per
      share of $1.00 (the "Exercise Price"), subject to adjustment as provided
      herein.

    


    1.           Restriction
      on Transfer.  No resale of the Warrant or of any of the
      shares of Common Stock underlying the exercise of the Warrant (the “Underlying
      Stock”) will be made unless such resale is registered pursuant to a registration
      statement filed by the Corporation with the Securities and Exchange Commission
      (the "Commission") or an exemption from registration under the Securities Act
      of
      1933, as amended (the "Securities Act"). By acceptance of this agreement, the
      Holder agrees, for itself and all subsequent holders, that prior to making
      any
      disposition of the Warrant or of any Underlying Stock, the Holder shall give
      written notice to the Corporation describing briefly the proposed disposition;
      and no such disposition shall be made unless and until (i) the Corporation
      has
      notified the Holder that, in the opinion of counsel satisfactory to it, no
      registration or other action under the Securities Act is required with respect
      to such disposition (which opinion may be conditioned upon the transferee's
      assuming the Holder's obligation hereunder); or (ii) a registration statement
      under the Act has been filed by the Corporation and declared effective by the
      Commission or other such similar action has been taken.

    


    2.           Expiration
      of Warrant.  Unless this Warrant and the Exercise Price are
      tendered as herein provided before the close of business on the Expiration
      Date,
      this Warrant will become wholly void and all rights and obligations set forth
      herein shall expire and terminate.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.           Partial
      Exercise.  If this Warrant is exercised for less than all the
      shares purchasable upon the exercise hereof, the Warrant shall be surrendered
      by
      the Holder and replaced with a new warrant of like tender in the name of the
      Holder providing for the right to purchase the number of shares of Underlying
      Stock as to which this Warrant has not yet been exercised.

    


    4.           Adjustments.  The
      Exercise Price and the number of shares of Underlying Stock of the Corporation
      issuable pursuant to such exercise is subject to adjustment as
      follows:

    


    (a)           In
      case the Corporation shall at any time declare a stock dividend or stock split
      on the outstanding shares of Common Stock in shares of its Common Stock, then
      the Exercise Price and number of shares of Underlying Stock shall be
      proportionately adjusted so that the holder of any Warrant exercised after
      such
      time shall be entitled to receive the aggregate number and kind of shares which
      if such Warrant had been exercised immediately prior to such time, he or she
      would have owned upon such exercise and been entitled to receive by virtue
      of
      such dividend.

    


    (b)           In
      any case the Corporation shall at any time subdivide or combine the outstanding
      shares of the Common Stock, the Exercise Price, initial or adjusted, in effect
      immediately prior to such subdivision or combination shall forthwith be
      proportionately decreased in the case of subdivision or increased in the case
      of
      combination.

    


    (c)           In
      case of any capital reorganization, sale of substantially all the assets of
      the
      Corporation, or any reclassification of the shares of Common Stock of the
      Corporation, or in case of any consolidation with or merger of the Corporation
      into or with another corporation, then as a part of such reorganization sale
      reclassification, consolidation or merger, as the case may be, provision shall
      be made so that the registered owner of the Warrant evidenced hereby shall
      have
      the right thereafter to receive upon the exercise thereof the kind and amount
      of
      shares of stock or other securities or property which he would have been
      entitled to receive if immediately prior to such reorganization,
      reclassification, consolidation or merger, he had held the number of shares
      of
      Underlying Stock which were then issuable upon the exercise of the Warrant
      evidenced hereby, to the end that the provisions set forth (including provisions
      with respect to adjustments of the Exercise Price) shall thereafter be
      applicable, as nearly as reasonably may be, in relation to any shares of stock
      or other property thereafter deliverable upon the exercise of such
      Warrants.

    


    (d)           If
      the Corporation at any time makes any spin-off, split-off, or distribution
      of
      assets upon or with respect to its Common Stock, as a liquidating or partial
      liquidating dividend, spin-off, or by way of return of capital, or other than
      as
      dividend payable out of earnings or any surplus legally available for dividends
      under the laws of the State of Nevada, the holder of each Warrant then
      outstanding shall, upon the exercise of the Warrant, receive, in addition to
      the
      shares of Common Stock then issuable on exercise of the Warrant, the amount
      of
      such assets (or, at the option of the Corporation, a sum equal to the value
      thereof at the time of the distributions) which would have been payable to
      such
      holder had he or she exercised the Warrant immediately prior to the record
      date
      for such distribution.

    


    (e)           When
      any adjustment is required to be made to the Exercise Price, the number of
      shares of Common Stock issuable shall be determined as provided for in paragraph
      (f) hereof. No fractional shares of Common Stock shall be issued upon the
      exercise of the Warrant.  The Corporation shall round all fractional
      shares to the next whole share.


    
      
        
        

      

      
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    (f)           Whenever
      the Exercise Price is adjusted as provided above, the number of shares of
      Underlying Stock immediately prior to such adjustment shall be increased,
      effective simultaneously with such adjustment, by a number of shares of Common
      Stock computed by multiplying such number of shares of Common Stock by a
      fraction, the numerator of which is the Exercise Price in effect immediately
      prior to such adjustment and the denominator of which is the Exercise Price
      in
      effect upon such adjustment, and the number of shares of Underlying Stock
      arrived at by making said computation shall be added to the number of shares
      of
      Underlying Stock immediately prior to such adjustment. The total number of
      shares arrived at by making the computation provided for in the immediately
      preceding sentence shall thereupon be the number of shares of Common Stock
      issuable upon exercise or the Warrant and the Corporation shall forthwith
      determine the new Exercise Price.

    


    5.           Delivery
      of Underlying Stock.  As soon as practicable after the
      exercise hereof, the Corporation shall deliver a certificate or certificates
      for
      the number of full shares of Underlying Stock, all of which shall be fully
      paid
      and nonassessable, to the person or persons entitled to receive the same
      provided no sale, offer to sell or transfer of the Underlying Stock or of this
      Warrant, or of any shares or other securities issued in exchange for or in
      respect of such shares, shall be made unless a registration statement under
      the
      Act, with respect to such shares, is in effect or an exemption from the
      registration requirements of such Act is applicable to such shares.

    


    6.           Condition
      of Exercise of Warrant.

    


    (a)           Unless
      exercised pursuant to an effective registration statement under the Securities
      Act which includes the Underlying Stock, it shall be a condition to any exercise
      of this Warrant that the Corporation shall have received, at the time of such
      exercise, a representation in writing from the recipient in the form attached
      hereto as Exhibit A-1, that the Shares being issued upon exercise, are being
      acquired for investment and not with a view to any sale or distribution
      thereof.

    


    (b)           Each
      certificate evidencing the Underlying Stock issued upon exercise of this
      Warrant, shall be stamped or imprinted with a legend substantially in the
      following form:

    


    
      	
              THE
                SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
                AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION
                THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
                1933, AS
                AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS.  SUCH
                SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
                IN
                THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY
                TO
                THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED
                UNDER
                THE SECURITIES ACT.

            


    

    


    Subject
      to this Section 6, the
      Corporation may instruct its transfer agent not to register the transfer of
      all
      or a part of this Warrant, or any of the Shares, unless one of the conditions
      specified in the above legend is satisfied.


    
      
        
        

      

      
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    7.           Representations
      and Warranties of the Corporation.  The Corporation
      represents and warrants to the Holder as follows:

    


    (a)           This
      Warrant has been duly authorized and executed by the Corporation and is a valid
      and binding obligation of the Corporation enforceable in accordance with its
      terms;

    


    (b)           The
      Underlying Stock has been duly authorized and reserved for issuance by the
      Corporation and, when issued in accordance with the terms hereof, will be
      validly issued, fully paid and nonassessable;

    


    (c)           The
      execution and delivery of this Warrant are not, and the issuance of the
      Underlying Stock upon exercise of this Warrant in accordance with the terms
      hereof will not be, inconsistent with the Corporation's Articles of
      Incorporation or By-laws, as amended.

    


    8.           Representations
      and Warranties by the Holder.  The Holder represents and
      warrants to the Corporation as follows:

    


    (a)           This
      Warrant is being acquired for its 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.  Upon exercise of
      this Warrant, the Holder shall, if so requested by the Corporation, confirm
      in
      writing, in a form reasonably satisfactory to the Corporation, that the
      Underlying Stock issuable upon exercise of this Warrant is being acquired for
      investment and not with a view toward distribution or resale.

    


    (b)           The
      Holder understands that the Warrant and the Underlying Stock have not been
      registered under the Securities Act by reason of their issuance in a transaction
      exempt from the registration and prospectus delivery requirements of the
      Securities Act pursuant to Section 4(2) thereof, and that they must be held
      by
      the Holder indefinitely, and that the Holder must therefore bear the economic
      risk of such investment indefinitely, unless a subsequent disposition thereof
      is
      registered under the Securities Act or is exempted from such
      registration.

    


    (c)           The
      Holder has such knowledge and experience in financial and business matters
      that
      it is capable of evaluating the merits and risks of the purchase of this Warrant
      and the Underlying Stock and of protecting its interests in connection
      therewith.

    


    (d)           The
      Holder is able to bear the economic risk of the purchase of the Underlying
      Stock
      pursuant to the terms of this Warrant.

    


    9.           Rights
      of Stockholders.  No holder of this Warrant shall be
      entitled, as a warrant-   holder, to vote or receive dividends or
      be deemed the holder of Common Stock or any other securities of the Corporation
      which may at any time be issuable on the exercise hereof for any purpose, nor
      shall anything contained herein be construed to confer upon the holder of this
      Warrant, as such, any of the rights of a stockholder of the Corporation or
      any
      right to vote for the election of directors or upon any matter submitted to
      stockholders at any meeting thereof, or to give or withhold consent to any
      corporate action (whether upon any recapitalization, issuance of stock,
      reclassification of stock, change of par value, consolidation, merger,
      conveyance, or otherwise) or to receive notice of meetings, or to receive
      dividends or subscription rights or otherwise until the Warrant shall have
      been
      exercised and the Shares purchasable upon the exercise hereof shall have become
      deliverable, as provided herein.


    
      
        
        

      

      
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    10.           Miscellaneous.

    


    (a)           This
      Warrant and any term hereof may be changed, waived, discharged or terminated
      only by an instrument in writing signed by the party against which enforcement
      of such change, waiver, discharge or termination is sought.

    


    (b)           This
      Warrant shall be governed by and construed in accordance with the laws of State
      of Nevada without regard to principles of conflicts of laws.  Any
      action brought concerning the transactions contemplated by this Warrant shall be
      brought only in the state courts of New York or in the federal courts located
      in
      the state of New York; provided, however, that the Corporation may choose to
      waive this provision and bring an action outside the state of New
      York.

    


    (c)           The
      invalidity or unenforceability of any provision hereof shall in no way affect
      the validity or enforceability of any other provision.

    


    (d)           The
      headings in this Warrant are for purposes of reference only, and shall not
      limit
      or otherwise affect any of the terms hereof.

    


    (e)           The
      terms of this Warrant shall be binding upon and shall inure to the benefit
      of
      any successors or assigns of the Corporation and of the holder or holders hereof
      and of the Underlying Stock.

    


    (f)           This
      Warrant and the other documents delivered pursuant hereto constitute the full
      and entire understanding and agreement between the parties with regard to the
      subjects hereof and thereof.

    


    (g)           Upon
      receipt of evidence reasonably satisfactory to the Corporation of the loss,
      theft, destruction or mutilation of this Warrant and, in the case of any such
      loss, theft or destruction, upon delivery of an indemnity agreement reasonably
      satisfactory in form and amount to the Corporation or, in the case of any such
      mutilation, upon surrender and cancellation of such Warrant, the Corporation
      at
      its expense will execute and deliver to the holder of record, in lieu thereof,
      a
      new Warrant of like date and tenor.

    


    (h)           This
      Warrant and any provision hereof may be amended, waived or terminated only
      by an
      instrument in writing signed by the Corporation and the Holder.

    


    (i)           Receipt
      of this Warrant by the Holder hereof shall constitute acceptance of and
      agreement to the foregoing terms and conditions.


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the Corporation has caused this Warrant to be signed by its duly authorized
      officer.

    


    Dated:
      ____________, 2007

    


    NANOVIRICIDES,
      INC.

    


    
      	
              By:

            	/s/
              Eugene Seymour	 
	 	
              Name:  Eugene
                Seymour

            	 
	 	
              Title:   Chief
                Executive Officer

            	 


    

    


    


    
      	
              Warrant
                Holder:

            	 	 


    

    


    
      	
              Address:

            	 	 


    

    


    
      	
              City:

            	 	 


    

    


    
      	
              State:

            	 	
              Zip
                Code:

            	 	 


    

     

    
      
        
        

      

      
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    EXHIBIT
      A

    


    NOTICE
      OF EXERCISE

    


    TO:              NANOVIRICIDES,
      INC.

    


    1.              The
      undersigned hereby elects to purchase ________ shares of Common Stock of
      Nanoviricides, Inc. pursuant to the terms of this Warrant, and tenders herewith
      payment of the purchase price of such shares in full.

    


    2.              Please
      issue a certificate or certificates representing said shares of Common Stock
      in
      the name of the undersigned or in such other name as is specified
      below:

    


    


    
      	 	 
	
              (Name)

            	 
	 	 
	 	 
	 	 
	 	 
	
              (Address)

            	 


    

    


    3.              The
      undersigned hereby represents and warrants that the aforesaid shares of Common
      Stock 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 and all representations and warranties of the undersigned set forth
      in Section 8 of the attached Warrant are true and correct as of the date
      hereof.  In support thereof, the undersigned agrees to execute an
      Investment Representation Statement in a form substantially similar to the
      form
      attached to the Warrant as EXHIBIT A-1.

    


    


    
      	 	 	 
	 	
              (Signature)

            	 
	 	 	 	 	 	 
	 	
              By:

            	 	 
	 	 	 	 	 	 
	 	
              Title:

            	 	 
	 	 	 	 	 	 
	 	
              Date:

            	 	
              200

            	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-1

    


    INVESTMENT
      REPRESENTATION STATEMENT

    


    
      	
               

            	
              PURCHASER:

            	
              ______________________

            


    

    


    
      	
               

            	
              SELLER:

            	
              NANOVIRICIDES,
                INC.

            


    

    


    
      	
               

            	
              SECURITIES:

            	
              COMMON
                STOCK ISSUED UPON EXERCISE OF THE WARRANTS ISSUED ON _____ __,
                2007

            


    

    


    
      	
               

            	
              AMOUNT:

            	
              __________
                SHARES

            


    

    


    
      	
            	
              DATE:

            	
              ____________,
                200_

            


    

    


    In
      connection with the purchase of the above-listed Securities, I, the Purchaser,
      represent to the Seller and to the Corporation the following:

    


    (a)              I
      am aware of the Company’s business affairs and financial condition, and have
      acquired sufficient information about the Company to reach an informed and
      knowledgeable decision to acquire the Securities.  I am purchasing
      these Securities for my own account for investment purposes only and not with
      a
      view to, or for the resale in connection with, any "distribution" thereof for
      purposes of the Securities Act of 1933, as amended (the "Securities
      Act").

    


    (b)              I
      understand that the Securities have not been registered under the Securities
      Act
      in reliance upon a specific exemption therefrom, which exemption depends upon,
      among other things, the bona fide nature of my investment intent as expressed
      herein.  In this connection, I understand that, in the view of the
      Securities and Exchange Commission (the "Commission"), the statutory basis
      for
      such exemption may be unavailable if my representation was predicated solely
      upon a present intention to hold these Securities for the minimum capital gains
      period specified under tax statutes, for a deferred sale, for or until an
      increase or decrease in the market price of the Securities, or for a period
      of
      one year or any other fixed period in the future.

    


    (c)              I
      further understand that the Securities must be held indefinitely unless
      subsequently registered under the Securities Act or unless an exemption from
      registration is otherwise available.  Moreover, I understand that the
      Company is under no obligation to register the Securities.  In
      addition, I understand that the certificate evidencing the Securities will
      be
      imprinted with a legend which prohibits the transfer of the Securities unless
      they are registered or such registration is not required in the opinion of
      counsel for the Company.

    


    (d)              I
      am familiar with the provisions of Rule 144, promulgated under the Securities
      Act, which, in substance, permits limited public resale of "restricted
      securities" acquired, directly or indirectly, from the issuer thereof, in a
      non-public offering subject to the satisfaction of certain
      conditions.

    


    The
      Securities may be resold in
      certain limited circumstances subject to the provisions of Rule 144, which
      requires among other things:  (1) the availability of certain public
      information about the Company, (2) 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, in the case of an affiliate, or of
      a
      non-affiliate who has held the securities less than two years, (3) the sale
      being made through a broker in an unsolicited "broker's transaction" or in
      transactions directly with a market maker (as said term is defined under the
      Securities Exchange Act of 1934) and the amount of securities being sold during
      any three month period not exceeding the specified limitations stated therein,
      if applicable.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (e)              I
      further understand that in the event all of the applicable requirements of
      Rule
      144 are not satisfied, registration under the Securities Act, compliance with
      Regulation A, or some other registration exemption will be required; and that,
      notwithstanding the fact that Rule 144 is not exclusive, the Staff of the
      Commission has expressed its opinion that persons proposing to sell private
      placement securities other than in a registered offering and otherwise than
      pursuant to Rule 144 will have a substantial burden of proof in establishing
      that an exemption from registration is available for such offers or sales,
      and
      that such persons and their respective brokers who participate in such
      transactions do so at their own risk.

    


    


    
      	 	 	 
	 	
              (Signature)

            	 
	 	 	 	 	 	 
	 	
              By:

            	 	 
	 	 	 	 	 	 
	 	
              Title:

            	 	 
	 	 	 	 	 	 
	 	
              Date:

            	 	
              20

            	 	 


    

     

     

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