Warrants-Swartz

Mosaic ImmunoEngineering is a nanotechnology-based immunotherapy company developing therapeutics and vaccines to positively impact the lives of patients and their families.

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l2007s

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Warrants-Swartz

posted on Oct 14, 2010 12:32PM

I honestly do not know if Swartz' warrants have been retired. It may be there in some SEC filing that I missed. The reason I was questioning this is because of what I read in the MA.

Please take a look at this from the Waiver, Consent and Release Agreement (Lincoln Ventures)

8-K (Filed: 15-06-2005) sub doc 5 (Swartz is sub doc 6- reads the same except for the total amount of warrants). Pay attention to Change in Control

3. Warrant Price Reset. Effective upon receipt by the Rights Holder of the

consideration pursuant to Section 7 of this Agreement, the exercise price of the

Twenty One Million, Six Hundred Twenty Five Thousand, Eight Hundred Seventy Two

(21,625,872) Warrants described on Exhibit B hereto will be reset to 0.015

dollars per share.

9. Redemption. Notwithstanding anything to the contrary herein, in the event that any one or more of the following occur (each, a "Redemption Trigger"), the Rights Holder, at its option, may require the COMPANY to effect a Warrant

Redemption (as defined below) of any or all (at the Rights Holders' option) of the Rights Holders' Warrants (as defined below):

A. The COMPANY merges into or is bought out by another company, or becomes a private company that does not have publicly traded common stock, or sells all or substantially all of the COMPANY's assets, or

B. Common stock of the COMPANY is tendered, purchased or exchanged pursuant to a tender offer, purchase offer or exchange offer, or

C. There is a Change of Control (as defined below) of the COMPANY's board of directors, and one or more of the following occurs:

(1) COMPANY sells, conveys, disposes of, spins off or assigns any or all of its NEWCO Stock, or any or all of its rights to receive the NEWCO Income, to any third party, in each case without the Right Holder's written consent.

(2) The COMPANY issues or sells, or agrees to issue or sell Variable Equity Securities (as defined below), for cash in private capital raising transactions or any securities of the Company pursuant to an equity line structure or format without obtaining the prior written approval of the Rights Holder, with the exception of any such agreements, transactions or equity lines existing as of the date hereof. For purposes hereof, the following shall be collectively referred to herein as, the "Variable Equity Securities": any debt or equity securities (or securities pursuant to an equity line structure or similar structure) which are convertible into, exercisable or exchangeable for, or carry the right to receive additional shares of Common Stock either

(i) at any conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for Common Stock at any time after the initial issuance of such debt or equity security, or

(ii) with a fixed conversion, exercise or exchange price that greater than a thirty percent (30%) discount to the then prevailing market or is subject to being reset at some future date at any time after the initial issuance of such debt or equity security due to a change in

the market price of the Company's Common Stock since date of initial issuance.

If a Redemption Trigger has occurred and the Rights Holder elects a redemption, then any of the Rights Holders' Warrants selected by the Rights Holder for such redemption shall be redeemed ("Warrant Redemption") by the Company as of the record date for such Redemption Trigger at a price per share (that is, per share of common stock represented by the warrants) for each Rights Holder Warrant equal to the "Redemption Price," which shall be defined as the greater of

(A) $0.50 per share, less the Exercise Price per share in effect for that Rights Holder Warrant on the trading day immediately preceding the record date of the Redemption Trigger (each subject to adjustment to account for any

forward or reverse stock splits), or

(B) the applicable Warrant Redemption Market Value (as defined below). For purposes hereof, the "Warrant Redemption Market Value" shall equal the aggregate of the highest Warrant Market Values (as defined below) for all of the Right Holders' Warrants being so redeemed calculated on any date during the thirty (30) business day period ending on the

record date for the Redemption Trigger.

For purposes hereof,

"Change in Control" shall mean any change in the makeup of the COMPANY's board of directors such that the remaining board members from the following group do not constitute a majority of the board: Gloria Felcyn, David Pohl, Helmet Faulk, Lowell Giffhorn and Carlton Johnson, Jr.

"Rights Holders' Warrants" shall mean all warrants to purchase common stock that have been issued from the Company to the Rights Holder for any reason

at any time in the past up through the date hereof.

"Warrant Market Value" shall equal the number of shares that would be

issuable in a "cashless exercise" on the date in question, under the terms of

the warrant (without regard to any contractual, legal, or regulatory

restrictions on such exercise and issuance, if any, and without regard to

whether or not a sufficient number of shares are authorized and reserved to

effect any such exercise and issuance), multiplied by the Closing Price of the

Company's common stock for the preceding trading day.

"Closing Price" shall mean the closing price on the O.T.C. Bulletin

Board, Nasdaq Small Cap Market, the National Market System ("NMS"), the New York

Stock Exchange, or if no longer traded on the Nasdaq Small Cap Market, the

National Market System ("NMS"), the New York Stock Exchange, or the O.T.C.

Bulletin Board, the "Closing Bid Price" shall equal the closing price on the

principal national securities exchange or the over-the-counter system on which

the Common Stock is so traded and, if not available, the mean of the high and

low prices on the principal national securities exchange or other market on

which the Common Stock is so traded.

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