EXHIBIT 10(ff)
February 10, 2012
Chardan Capital Markets, LLC
00 Xxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000
Re: Warrant Solicitation
Ladies and Gentlemen:
This letter agreement (this "Agreement") confirms our understanding and the
terms and conditions under which Chardan Capital Markets, LLC ("Chardan") shall
solicit for exercise 5,900,000 Cel-Sci Corporation (the "Company") warrants with
an exercise price of $.25 from Iroquois Master Fund for total consideration of
$1,475,000,. This Agreement relates exclusively to the proposed solicitation of
5,900,000 warrants of the Company (the "Securities") pursuant to a Warrant
Amendment Agreement.
The term of this engagement shall begin on the date hereof and shall continue
for five (5) dayss or until earlier terminated by the final closing of the
Offering.
As exclusive consideration of the services rendered by Chardan under this
Agreement, the Company agrees to pay Chardan, upon the successful completion of
the solicitation and wiring of funds by Iroquois to the Companya cash fee equal
to 6.0% of the gross proceeds raised in the Offering, payable immediately upon
such closing. All such fees will be contingent upon the successful completion
and closing of the Offering.
Except as contemplated by the terms hereof, or as required by applicable law or
pursuant to an order entered or subpoena issued by a court of competent
jurisdiction, Chardan shall keep confidential all material non-public
information provided to it by the Company, and shall not disclose such
information to any third party, other than such of its employees and advisors as
Chardan determines to have a need to know. Chardan shall use its reasonable best
efforts to ensure that its employees and advisors adhere to these
confidentiality provisions as if such persons were original parties hereto.
This Agreement shall be governed by and construed in accordance with the laws of
the State of New York, without regard to conflicts of law principles. Any
dispute arising out of this Agreement shall be adjudicated in the courts of the
State of New York or in the federal courts sitting in the Southern District of
New York, and each of the parties hereto agrees that service of process upon it
by registered or certified mail at its address set forth herein shall be deemed
adequate and lawful.
If the foregoing correctly sets forth our agreement, please confirm this by
signing and returning to us the duplicate copy of this letter.
Very truly yours,
CEL-SCI Corporation
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer
Chardan Capital Markets, LLC
By: /s/ Xxxxxxxx Xxxxxxxxx
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Name: Xxxxxxxx Xxxxxxxxx
Title: Partner