UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

Premier Biomedical, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

74048K104

(CUSIP Number)

Brian A. Lebrecht

c/o Clyde Snow & Sessions, P.C.

201 South Main Street, Suite 1300

Salt Lake City, UT 84111

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 31, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Mitchell S. Felder
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions)   PF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER   22,208,944(1)
	8.	SHARED VOTING POWER   500,000(2)
	9.	SOLE DISPOSITIVE POWER   22,208,944(1)
	10.	SHARED DISPOSITIVE POWER 500,000(2)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,708,944(1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)   ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.3%(3)
14.	TYPE OF REPORTING PERSON (see instructions) IN

_________________

	(1)	Includes 14,755,000 Shares issuable upon exercise of warrants and 1,000,000 Shares issuable upon conversion of the Company’s Series A Preferred Stock.
	(2)	Includes 500,000 Shares owned by the Reporting Person’s wife.
	(3)	Assumes exercise of 14,755,000 warrants held by the Reporting Person and conversion of 1,000,000 Shares of the Company’s Series A Preferred Stock, and based on based on 22,541,753 Shares issued and outstanding as reported on the Company’s Form 10-Q.

CUSIP No. 74048K104

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Item 1. Security and Issuer.

This Statement on Schedule 13D relates to the common stock, par value $0.00001, of Premier Biomedical, Inc., a Nevada corporation (the “Company”). The Company’s current principal executive offices are located at P.O. Box 31374, El Paso, Texas 79930.

Item 2. Identity and Background.

This Statement is being filed by Mitchell S. Felder, M.D. (sometimes referred to as the “Reporting Person”). Dr. Felder’s address is 3694 McConnell Road, Hermitage, Pennsylvania, 16148. Dr. Felder is Chairman of the Board of Directors of the Company. He is also a practicing Board Certified Neurologist at the William Beaumont Army Medical Center located at 5005 North Piedras Street, El Paso, Texas, 79920. During the last five years, Dr. Felder has not been convicted in a criminal proceeding. During the last five years, Dr. Felder has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been subject to a judgment, decree or final order enjoining future violations or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such law. Dr. Felder is a citizen of the United States.

Item 3. Source or Amount of Funds or Other Consideration.

The Reporting Person first became subject to the reporting requirements of Section 13D on January 10, 2012. At that time, the Reporting Person owned 21,000,000 Shares, which includes 17,000,000 Shares that may be acquired upon exercise of warrants, and 1,000,000 Shares that may be acquired upon the conversion of 1,000,000 shares of the Company’s Series A Convertible Preferred Stock. For purposes of this Section 13D, the term “Share” or “Shares” means common stock of the Company. Assuming a total of 29,451,200 Shares outstanding, the Reporting Person then owned 71.3% of the outstanding Shares.

On October 8, 2012, the Reporting Person was issued a warrant in consideration for services rendered to the Company, which entitles the Reporting Person to acquire a total of 50,000 Shares at an exercise price of $1.45 per Share. One half of this warrant vested on January 15, 2013, and the other half vested on June 15, 2013. Because the Reporting Person could have acquired the vested portion of the Shares underlying the warrant within 60 days of these respective vesting dates, the Reporting Person’s beneficial ownership in the Shares increased by 0.2%, assuming 12,389,479 Shares outstanding on November 16, 2012, and by 0.3%, assuming 15,634,479 Shares outstanding on April 16, 2013.

On October 8, 2012, the Reporting Person was issued a warrant in consideration for services rendered to the Company, which entitles the Reporting Person to acquire a total of 105,000 Shares at an exercise price of $1.45 per Share if the closing bid price of the Shares first reaches $3.00 per share and remains at or above $3.00 per Share for 30 consecutive trading days on any and all markets or exchanges on which the Shares are traded. One half of this warrant vested on January 15, 2013, and the other half vested on June 15, 2013. Because the Reporting Person could have acquired the vested portion of the Shares underlying the warrant within 60 days of these respective vesting dates, the Reporting Person’s beneficial ownership in the Shares increased by 0.3%, assuming 12,399,479 Shares outstanding on November 16, 2012, and by 0.5%, assuming 15,654,479 Shares outstanding on April 16, 2013.

On February 25, 2013, the Reporting Person acquired 500,000 Shares for total consideration of $25,000, or $0.05 per Share. These Shares were acquired using the Reporting Person’s personal funds. As a result of this acquisition, the Reporting Person’s ownership in the Shares increased by 4.0%, assuming 12,364,479 Shares then outstanding.

On June 25, 2013, the Reporting Person sold 46,056 Shares for total consideration of $50,201.04, or for $1.09 per Share. The Reporting Person’s ownership in the Shares decreased by 0.3%, assuming 15,584,479 Shares then outstanding.

On November 18, 2014, the Reporting Person was issued a warrant in consideration for services rendered to the Company, which entitles the Reporting Person to acquire a total of 1,600,000 Shares at an exercise price of $0.25 per Share. One half of the shares underlying this warrant vested on January 15, 2015, and the other half vested on June 15, 2015. Because the Reporting Person could have acquired the vested portion of the Shares underlying the warrant within 60 days of these respective vesting dates, the Reporting Person’s beneficial ownership in the Shares increased by 3.5%, assuming 22,557,175 Shares outstanding on November 16, 2014, and by 6.9%, assuming 23,357,175 Shares outstanding on April 16, 2015.

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On September 10, 2015, the Reporting Person acquired 1,000,000 Shares upon exercise of a warrant for total consideration of $10.00 or for $0.00001 per Share. These Shares were acquired using the Reporting Person’s personal funds. As a result of this acquisition, the Reporting Person’s beneficial ownership in the Shares increased by 4.4%, assuming 22,541,753 Shares then outstanding.

On September 28, 2015, the Reporting Person gifted a total of 1,000,000 Shares to his wife and two adult sons. The Reporting Person is deemed to be the beneficial owner over 500,000 of those Shares, which were transferred to the Reporting Person’s wife. As a result of the disposition of 500,000 Shares over which the Reporting Person is no longer considered to be the beneficial owner, the Reporting Person’s ownership in the Shares decreased by 2.2%, assuming 22,541,753 Shares then outstanding.

On October 6, 2015, the Reporting Person acquired 3,000,000 Shares upon exercise of a warrant for total consideration of $30.00 or for $0.00001 per Share. These Shares were acquired using the Reporting Person’s personal funds. The Reporting Person’s beneficial ownership in the Shares increased by 13.3%, assuming 22, 541,753 Shares then outstanding.

Item 4. Purpose of Transaction.

The Reporting Person first acquired an interest in the Shares in connection with his appointment as a director of the Company, and at that time, the Reporting Person believed the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Person, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Person may endeavor to increase or decrease his position in the Company through, among other things, the purchase or sale of Shares on the open market, in private transactions, upon exercise of warrants (described in Section 6, below) or otherwise, on such terms and at such times as the Reporting Person may deem advisable.

The Reporting Person does not have any present plan or proposal which would relate to or result in any of the following:

	(a)	The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company;
	(b)	An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;
	(c)	A sale or transfer of a material amount of assets of the Company or any of its subsidiaries;
	(d)	Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
	(e)	Any material change in the present capitalization or dividend policy of the Company;
	(f)	Any other material change in the Company’s business or corporate structure, including but not limited to, if the company is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;
	(g)	Changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;
	(h)	Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
	(i)	A class of equity securities of the issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or
	(j)	Any action similar to any of those enumerate above.

 

CUSIP No. 74048K104

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The Reporting Person intends to review his investment in the Company on a continuing basis. Depending on various factors including, without limitation, the Company’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to his investment in the Company as he deems appropriate, including: purchasing additional Shares, exercising warrants to purchase Shares, selling some or all of his Shares, or changing his intention with respect to any and all matters referred to in Item 4.

Item 5. Interest in Securities of the Issuer.

(a) The Reporting Person now beneficially owns 22,708,944 shares of Premier Biomedical Inc.’s common stock, which includes 15,755,000 Shares issuable upon the exercise of warrants and conversion of 1,000,000 shares of the Company’s Series A Preferred Stock held by the Reporting Person. Based on 22,541,753 shares issued and outstanding as reported on the Company’s Form 10-Q for the period ended June 30, 2015, plus 15,755,000 shares issuable upon exercise of warrants and conversion of the Series A Preferred Stock held by the Reporting Person, the Reporting Person is currently the beneficial owner of 59.3% of the outstanding shares of Premier Biomedical, Inc.’s common stock.

(b) The Reporting Person owns the following rights with respect to the shares of Premier Biomedical, Inc.’s common stock beneficially owned by him as of the date of this report:

Sole Voting Power: 22,208,944⁽¹⁾

Shared Voting Power: 500,000⁽²⁾

Sole Dispositive Power: 22,208,944⁽¹⁾

Shared Dispositive Power: 500,000⁽²⁾

(1)	Includes 14,755,000 Shares issuable upon exercise of warrants and 1,000,000 Shares issuable upon conversion of the Company’s Series A Preferred Stock held by the Reporting Person.
(2)	Includes 500,000 Shares held by the Reporting Person’s wife, Susan Felder. Ms. Felder’s address is 3694 McConnell Road, Hermitage, Pennsylvania, 16148. Ms. Felder’s principal occupation is housewife. During the last five years, Ms. Felder has not been convicted in a criminal proceeding. During the last five years, Ms. Felder has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been subject to a judgment, decree or final order enjoining future violations or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such law. Ms. Felder is a citizen of the United States.

(c) In the past 60 days, the Reporting Person has effected the following transactions involving Shares of the Company:

(1) On September 10, 2015, the Reporting Person acquired 1,000,000 Shares upon exercise of a warrant for total consideration of $10.00 or for $0.00001 per Share. These Shares were acquired using the Reporting Person’s personal funds. As a result of this acquisition, the Reporting Person’s beneficial ownership in the Shares increased by 4.4%, assuming 22,541,753 Shares then outstanding.

(2) On September 28, 2015, the Reporting Person gifted a total of 1,000,000 Shares to his wife and two adult sons. The Reporting Person is deemed to be the beneficial owner over 500,000 of those Shares, which were transferred to the Reporting Person’s wife. As a result of the disposition of 500,000 Shares over which the Reporting Person is no longer considered to be the beneficial owner, the Reporting Person’s ownership in the Shares decreased by 2.2%, assuming 22,541,753 Shares then outstanding.

(3) On October 6, 2015, the Reporting Person acquired 3,000,000 Shares upon exercise of a warrant for total consideration of $30.00 or for $0.00001 per Share. These Shares were acquired using the Reporting Person’s personal funds. The Reporting Person’s beneficial ownership in the Shares increased by 13.3%, assuming 22, 541,753 Shares then outstanding.

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(4) On October 7, 2015, the Reporting Person was issued a warrant in consideration for services rendered to the Company, which entitles the Reporting Person to acquire a total of 1,000,000 Shares at an exercise price of $0.05 per Share. One half of the shares underlying this warrant will vest on June 15, 2016, and the other half will vest on December 15, 2016.

(d) The Reporting Person’s wife has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 500,000 Shares which are registered in her name and reported in this report as being beneficially owned by the Reporting Person.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On June 21, 2010, the Reporting Person was issued a warrant in consideration for services rendered to the Company, which entitles the Reporting Person to acquire a total 17,000,000 Shares at an exercise price of $0.00001 per Share.

On October 8, 2012, the Reporting Person was issued a warrant in consideration for services rendered to the Company, which entitles the Reporting Person to acquire a total of 50,000 Shares at an exercise price of $1.45 per Share. One half of this warrant vested on January 15, 2013, and the other half vested on June 15, 2013. Because the Reporting Person could have acquired the vested portion of the Shares underlying the warrant within 60 days of these respective vesting dates, the Reporting Person’s beneficial ownership in the Shares increased by 0.2%, assuming 12,389,479 Shares outstanding on November 16, 2012, and by 0.3%, assuming 15,634,479 Shares outstanding on April 16, 2013.

On October 8, 2012, the Reporting Person was issued a warrant in consideration for services rendered to the Company, which entitles the Reporting Person to acquire a total of 105,000 Shares at an exercise price of $1.45 per Share if the closing bid price of the Shares first reaches $3.00 per share and remains at or above $3.00 per Share for 30 consecutive trading days on any and all markets or exchanges on which the Shares are traded. One half of this warrant vested on January 15, 2013, and the other half vested on June 15, 2013. Because the Reporting Person could have acquired the vested portion of the Shares underlying the warrant within 60 days of these respective vesting dates, the Reporting Person’s beneficial ownership in the Shares increased by 0.3%, assuming 12,399,479 Shares outstanding on November 16, 2012, and by 0.5%, assuming 15,654,479 Shares outstanding on April 16, 2013.

On November 18, 2014, the Reporting Person was issued a warrant in consideration for services rendered to the Company, which entitles the Reporting Person to acquire a total of 1,600,000 Shares at an exercise price of $0.25 per Share. One half of the shares underlying this warrant vested on January 15, 2015, and the other half vested on June 15, 2015. Because the Reporting Person could have acquired the vested portion of the Shares underlying the warrant within 60 days of these respective vesting dates, the Reporting Person’s beneficial ownership in the Shares increased by 3.5%, assuming 22,557,175 Shares outstanding on November 16, 2014, and by 6.9%, assuming 23,357,175 Shares outstanding on April 16, 2015.

On October 7, 2015, the Reporting Person was issued a warrant in consideration for services rendered to the Company, which entitles the Reporting Person to acquire a total of 1,000,000 Shares at an exercise price of $0.05 per Share. One half of the shares underlying this warrant will vest on June 15, 2016, and the other half will vest on December 15, 2016.

Item 7. Material to Be Filed as Exhibits.

7.1	Warrant dated June 21, 2010
7.2	Warrant dated September 28, 2012
7.3	Warrant dated September 28, 2012
7.4	Warrant dated December 10, 2014
7.5	Warrant dated October 7, 2015

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: October 15, 2015	By:	/s/ Mitchell S. Felder
		Mitchell S. Felder

EX-7.1 2 biei_ex71.htm WARRANT

EXHIBIT 7.1

PREMIER BIOMEDICAL, INC.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.

Premier Common No. 2

COMMON STOCK PURCHASE WARRANT

THIS IS TO CERTIFY that, for value received, Mitchell Felder, an individual, or its assigns (the “Holder”) is entitled, subject to the terms and conditions set forth herein, to purchase from Premier Biomedical, Inc., a Nevada corporation (the “Company”) up to Seventeen Million (17,000,000) fully paid and nonassessable shares of common stock of the Company (the “Warrant Securities”) at the initial price of $0.00001 per share but subject to adjustment as provided in Section 3 below, (the “Exercise Price”), upon payment by cashier’s check or wire transfer of the Exercise Price for such shares of the Common Stock to the Company at the Company’s offices.

1. Exercisability. This Warrant may be exercised in whole or in part at any time, or from time to time, between the date hereof and 5:00 p.m. Eastern Time on June 15, 2020, by presentation and surrender hereof to the Company of a notice of election to purchase duly executed and accompanied by payment by check or wire transfer of the Exercise Price.

2. Manner of Exercise. In case of the purchase of less than all the Warrant Securities, the Company shall cancel this Warrant upon the surrender hereof and shall execute and deliver a new warrant of like tenor for the balance of the Warrant Securities. Upon the exercise of this Warrant, the issuance of certificates for securities, properties or rights underlying this Warrant shall be made forthwith (and in any event within three (3) business days thereafter) without charge to the Holder including, without limitation, any tax that may be payable in respect of the issuance thereof: provided, however, that the Company shall not be required to pay any tax in respect of income or capital gain of the Holder.

If and to the extent this Warrant is exercised, in whole or in part, the Holder shall be entitled to receive a certificate or certificates representing the Warrant Securities so purchased, upon presentation and surrender to the Company of the form of election to purchase attached hereto duly executed, and accompanied by payment of the purchase price.

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3. Adjustment in Number of Shares.

(A) Adjustment for Reclassifications. In case at any time or from time to time after the issue date the holders of the Common Stock of the Company (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefore, other or additional stock or other securities or property (including cash) by way of stock split, spin-off, reclassification, combination of shares or similar corporate rearrangement (exclusive of any stock dividend of its or any subsidiary’s capital stock), then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 1, shall be entitled to receive the amount of stock and other securities and property which such Holder would hold on the date of such exercise if on the issue date he had been the holder of record of the number of shares of Common Stock of the Company called for on the face of this Warrant and had thereafter, during the period from the issue date, to and including the date of such exercise, retained such shares and/or all other or additional stock and other securities and property receivable by him as aforesaid during such period, giving effect to all adjustments called for during such period. In the event of any such adjustment, the Exercise Price shall be adjusted proportionally.

(B) Adjustment for Reorganization, Consolidation, Merger. In case of any reorganization of the Company (or any other corporation the stock or other securities of which are at the time receivable on the exercise of this Warrant) after the issue date, or in case, after such date, the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities or property to which such Holder would be entitled had the Holder exercised this Warrant immediately prior thereto, all subject to further adjustment as provided herein; in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after such consummation.

4. No Requirement to Exercise. Nothing contained in this Warrant shall be construed as requiring the Holder to exercise this Warrant prior to or in connection with the effectiveness of a registration statement.

5. No Stockholder Rights. Unless and until this Warrant is exercised, this Warrant shall not entitle the Holder hereof to any voting rights or other rights as a stockholder of the Company, or to any other rights whatsoever except the rights herein expressed, and, no dividends shall be payable or accrue in respect of this Warrant.

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6. Registration Rights. The Company is under no obligation to include this Warrant or the Warrant Securities in a registration statement..

7. Exchange. This Warrant is exchangeable upon the surrender hereof by the Holder to the Company for new warrants of like tenor representing in the aggregate the right to purchase the number of Warrant Securities purchasable hereunder, each of such new warrants to represent the right to purchase such number of Warrant Securities as shall be designated by the Holder at the time of such surrender.

Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it and reimbursement to the company of all reasonable expenses incidental thereto, and upon surrender and cancellation hereof, if mutilated, the Company will make and deliver a new warrant of like tenor and amount, in lieu hereof.

8. Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of securities upon the exercise of this Warrant, nor shall it be required to issue scrip or pay cash in lieu of fractional interests. All fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of securities, properties or rights receivable upon exercise of this Warrant.

9. Reservation of Securities. The Company shall at all times reserve and keep available out of its authorized shares of Common Stock or other securities, solely for the purpose of issuance upon the exercise of this Warrant, such number of shares of Common Stock or other securities, properties or rights as shall be issuable upon the exercise hereof. The Company covenants and agrees that, upon exercise of this Warrant and payment of the Principal Value, all shares of Common Stock and other securities issuable upon such exercise shall be duly and validly issued, fully paid, non-assessable and not subject to the preemptive rights of any stockholder.

10. Notices to Holder. If at any time prior to the expiration of this Warrant or its exercise, any of the following events shall occur:

(a) the Company shall take a record of the holders of any class of its securities for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or

(b) the Company shall offer to all the holders of a class of its securities any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option or warrant to subscribe therefor; or

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(c) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed.

then, in any one or more said events, the Company shall give written notice of such event to the Holder at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholder entitled to such dividend, distribution, convertible or exchangeable securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of closing the transfer books, as the case may be.

11. Transferability. This Warrant may be transferred or assigned by the Holder without notice or approval by the Company.

12. Informational Requirements. The Company will transmit to the Holder such information, documents and reports as are generally distributed to stockholders of the Company concurrently with the distribution thereof to such stockholders.

13. Notice. Notices to be given to the Company or the Holder shall be deemed to have been sufficiently given if delivered personally or sent by overnight courier or messenger, or by facsimile transmission. Notices shall be deemed to have been received on the date of personal delivery or facsimile transmission. The address of the Company and of the Holder shall be as set forth in the Company’s books and records.

14. Consent to Jurisdiction and Service. The Company consents to the jurisdiction of any court of the State of Florida, and of any federal court located in Florida, in any action or proceeding arising out of or in connection with this Warrant. The Company waives personal service of any summons, complaint or other process in connection with any such action or proceeding and agrees that service thereof may be made at the location provided in Section 13 hereof, or, in the alternative, in any other form or manner permitted by law. Pasco County, Florida shall be proper venue.

15. Successors. All the covenants and provisions of this Warrant shall be binding upon and inure to the benefit of the Company, the Holder and their respective legal representatives, successors and assigns.

16. Attorneys Fees. In the event the Investors or any holder hereof shall refer this Warrant to an attorney to enforce the terms hereof, the Company agrees to pay all the costs and expenses incurred in attempting or effecting collection hereunder, including reasonable attorney's fees, whether or not suit is instituted.

17. Governing Law. THIS WARRANT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED UNDER THE LAWS OF THE STATE OF FLORIDA, WITHOUT GIVING EFFECT TO THE RULES GOVERNING CONFLICTS OF LAW.

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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by the signature of its President and to be delivered in Port Richey, Florida.

 

	Premier Biomedical, Inc.,  a Nevada corporation
Dated: June 21, 2010	By:	/s/ William A. Hartman
	Name:	William A. Hartman
	Its:	President

[FORM OF ELECTION TO PURCHASE]

The undersigned, the holder of the attached Warrant, hereby irrevocably elects to exercise the purchase right represented by this Warrant Certificate for, and to purchase securities of Premier Biomedical, Inc. and herewith makes payment of $__________ therefor, and requests that the certificates for such securities be issued in the name of, and delivered to ___________________, whose address is ______________________________.

Dated: ____________________, 20___	By:
	Its:
	(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate)
	(Insert Social Security or Other Identifying Number of Holder)

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EXHIBIT 7.2

PREMIER BIOMEDICAL, INC.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.

Premier Director’s Warrant No. 2

COMMON STOCK PURCHASE WARRANT

THIS IS TO CERTIFY that, for value received, Mitchell S. Felder, an individual, or his assigns (the “Holder”) is entitled, subject to the terms and conditions set forth herein, to purchase from Premier Biomedical, Inc., a Nevada corporation (the “Company”) up to Fifty Thousand (50,000) fully paid and nonassessable shares of common stock of the Company (the “Warrant Securities”) at the initial price of $1.45 per share but subject to adjustment as provided in Section 4 below, (the “Exercise Price”), upon payment by cashier’s check or wire transfer of the Exercise Price for such shares of the Common Stock to the Company at the Company’s offices.

1. Exercisability.

(A) General Exercisability. Subject to the vesting schedule in Section 2, below, this Warrant may be exercised between the date hereof and seven (7) years thereafter, by presentation and surrender hereof to the Company of a notice of election to purchase duly executed and accompanied by payment by check or wire transfer of the Exercise Price, or election to utilize the provisions of Section 1(B).

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(B) Cashless Conversion of Warrants. Notwithstanding any provisions herein to the contrary, the Holder may convert this Warrant into that number of shares of the Company’s common stock by surrender of this Warrant at the principal office of the Company together with the properly endorsed form of election to purchase in which event the Company shall issue to the holder hereof a number of shares of the Company’s common stock computed using the following formula:

X = Y (A-B)

  A

Where X = the number of shares of the Company’s common stock to be issued to the holder hereof

Y = the number of shares of the Company’s common stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation)

A = the fair market value of one share of the Company’s common stock (at the date of such calculation)

B = the Exercise Price

All references herein to an “exercise” of the Warrant shall include a conversion pursuant to this Section. For the purposes of the above calculation, the Fair Market Value of one share of the Company’s common stock as of a particular date shall mean:

(a) If traded on a securities exchange or the NASDAQ National Market, the Fair Market Value shall be deemed to be the closing price of the common stock of the Company on such exchange or market on the date in question. If there is no closing selling price for such common stock on the date in question, then the fair market value shall be the closing selling price on the last preceding date for which such a quotation exists;

(b) If actively traded over-the-counter, the Fair Market Value shall be deemed to be the closing bid price of the common stock of the Company on the date in question. If there is no closing selling price for such common stock on the date in question, then the fair market value shall be the closing selling price on the last preceding date for which such a quotation exists;

(c) If the Company’s common stock is traded on multiple platforms, the Board of Directors of the Company shall determine the primary market for such common stock; and

(d) If there is no active public market, the “Fair Market Value” shall be the value thereof, as determined in good faith by the Company’s Board of Directors after taking into account such factors as the Board of Directors of the Company shall deem appropriate.

A stock certificate representing the appropriate number of shares of the common stock shall be delivered to the holder hereof within five (5) business days following the date of exercise.

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2. Vesting Schedule. This Warrant shall vest according to the following schedule:

(A) One-half (1/2) of the warrants will vest on January 15, 2013, subject to the condition that Holder is a member of the Company’s Board of Directors on such date; and

(B) One-half (1/2) of the warrants will vest on June 15, 2013, subject to the condition that Holder is a member of the Company’s Board of Directors on such date.

Upon termination of Holder’s service as a member of the Company’s Board of Directors, for any reason or for no reason at all, the non-vested warrants shall terminate immediately.

3. Manner of Exercise. In case of the purchase of less than all the Warrant Securities, the Company shall cancel this Warrant upon the surrender hereof and shall execute and deliver a new warrant of like tenor for the balance of the Warrant Securities. Upon the exercise of this Warrant, the issuance of certificates for securities, properties or rights underlying this Warrant shall be made forthwith (and in any event within three (3) business days thereafter) without charge to the Holder including, without limitation, any tax that may be payable in respect of the issuance thereof: provided, however, that the Company shall not be required to pay any tax in respect of income or capital gain of the Holder.

If and to the extent this Warrant is exercised, in whole or in part, the Holder shall be entitled to receive a certificate or certificates representing the Warrant Securities so purchased, upon presentation and surrender to the Company of the form of election to purchase attached hereto duly executed, and accompanied by payment of the purchase price.

4. Adjustment in Number of Shares.

(A) Adjustment for Reclassifications. In case at any time or from time to time after the issue date the holders of the Common Stock of the Company (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefore, other or additional stock or other securities or property (including cash) by way of stock split, spin-off, reclassification, combination of shares or similar corporate rearrangement (exclusive of any stock dividend of its or any subsidiary’s capital stock), then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 1, shall be entitled to receive the amount of stock and other securities and property which such Holder would hold on the date of such exercise if on the issue date he had been the holder of record of the number of shares of Common Stock of the Company called for on the face of this Warrant and had thereafter, during the period from the issue date, to and including the date of such exercise, retained such shares and/or all other or additional stock and other securities and property receivable by him as aforesaid during such period, giving effect to all adjustments called for during such period. In the event of any such adjustment, the Exercise Price shall be adjusted proportionally.

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(B) Adjustment for Reorganization, Consolidation, Merger. In case of any reorganization of the Company (or any other corporation the stock or other securities of which are at the time receivable on the exercise of this Warrant) after the issue date, or in case, after such date, the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities or property to which such Holder would be entitled had the Holder exercised this Warrant immediately prior thereto, all subject to further adjustment as provided herein; in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after such consummation.

5. No Requirement to Exercise. Nothing contained in this Warrant shall be construed as requiring the Holder to exercise this Warrant prior to or in connection with the effectiveness of a registration statement.

6. No Stockholder Rights. Unless and until this Warrant is exercised, this Warrant shall not entitle the Holder hereof to any voting rights or other rights as a stockholder of the Company, or to any other rights whatsoever except the rights herein expressed, and, no dividends shall be payable or accrue in respect of this Warrant.

7. Piggyback Registration Rights. If the Company, at any time, proposes to conduct an offering of its securities so as to register any of its securities under the Securities Act of 1933 (the “Act”), including under an S-1 Registration Statement or otherwise, the Company will at such time give written notice to the Holder of its intention so to do. If the offering being registered includes an underwriter, then subject to the approval of the underwriters, and upon the written request of the Holder, given within 10 days after receipt of any such notice, the Company will use its best efforts to cause the common stock underlying the exercise of the Warrants to be registered under the Act (with the securities which we are proposing to register).

8. Exchange. This Warrant is exchangeable upon the surrender hereof by the Holder to the Company for new warrants of like tenor representing in the aggregate the right to purchase the number of Warrant Securities purchasable hereunder, each of such new warrants to represent the right to purchase such number of Warrant Securities as shall be designated by the Holder at the time of such surrender.

Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it and reimbursement to the company of all reasonable expenses incidental thereto, and upon surrender and cancellation hereof, if mutilated, the Company will make and deliver a new warrant of like tenor and amount, in lieu hereof.

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9. Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of securities upon the exercise of this Warrant, nor shall it be required to issue scrip or pay cash in lieu of fractional interests. All fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of securities, properties or rights receivable upon exercise of this Warrant.

10. Reservation of Securities. The Company shall at all times reserve and keep available out of its authorized shares of Common Stock or other securities, solely for the purpose of issuance upon the exercise of this Warrant, such number of shares of Common Stock or other securities, properties or rights as shall be issuable upon the exercise hereof. The Company covenants and agrees that, upon exercise of this Warrant and payment of the Principal Value, all shares of Common Stock and other securities issuable upon such exercise shall be duly and validly issued, fully paid, non-assessable and not subject to the preemptive rights of any stockholder.

11. Notices to Holder. If at any time prior to the expiration of this Warrant or its exercise, any of the following events shall occur:

(a) the Company shall take a record of the holders of any class of its securities for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or

(b) the Company shall offer to all the holders of a class of its securities any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option or warrant to subscribe therefor; or

(c) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed.

then, in any one or more said events, the Company shall give written notice of such event to the Holder at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholder entitled to such dividend, distribution, convertible or exchangeable securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of closing the transfer books, as the case may be.

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12. Transferability. This Warrant may not be transferred or assigned by the Holder without prior approval by the Company, which the Company may withhold in its sole discretion.

13. Informational Requirements. The Company will transmit to the Holder such information, documents and reports as are generally distributed to stockholders of the Company concurrently with the distribution thereof to such stockholders.

14. Notice. Notices to be given to the Company or the Holder shall be deemed to have been sufficiently given if delivered personally or sent by overnight courier or messenger, or by facsimile transmission. Notices shall be deemed to have been received on the date of personal delivery or facsimile transmission. The address of the Company and of the Holder shall be as set forth in the Company’s books and records.

15. Consent to Jurisdiction and Service. The Company consents to the jurisdiction of any court of the State of Florida, and of any federal court located in Florida, in any action or proceeding arising out of or in connection with this Warrant. The Company waives personal service of any summons, complaint or other process in connection with any such action or proceeding and agrees that service thereof may be made at the location provided in Section 14 hereof, or, in the alternative, in any other form or manner permitted by law. Pasco County, Florida shall be proper venue.

16. Successors. All the covenants and provisions of this Warrant shall be binding upon and inure to the benefit of the Company, the Holder and their respective legal representatives, successors and assigns.

17. Attorneys Fees. In the event the Investors or any holder hereof shall refer this Warrant to an attorney to enforce the terms hereof, the Company agrees to pay all the costs and expenses incurred in attempting or effecting collection hereunder, including reasonable attorney's fees, whether or not suit is instituted.

18. Governing Law. THIS WARRANT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED UNDER THE LAWS OF THE STATE OF FLORIDA, WITHOUT GIVING EFFECT TO THE RULES GOVERNING CONFLICTS OF LAW.

[remainder of page intentionally left blank, signature page to follow]

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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by the signature of its President and to be delivered in Port Richey, Florida. 

	Premier Biomedical, Inc.,
	a Nevada corporation
Dated: September 28, 2012	By:	/s/ William A. Hartman
	Its:	President and Chief Executive Officer

Acknowledged:
/s/ Mitchell S. Felder
Mitchell S. Felder

 

[FORM OF ELECTION TO PURCHASE]

Date: _________________

PREMIER BIOMEDICAL, INC. 

Attn: President

Ladies and Gentlemen:

¨ The undersigned hereby elects to exercise the warrant issued to it by Premier Biomedical, Inc. (the “Company”) pursuant to the Common Stock Purchase Warrant Agreement between the Company and ______________, dated ________ (the “Warrant Agreement”) and to purchase thereunder ___________ (________) shares of Common Stock of the Company (the “Shares”) at a purchase price of One Dollar Forty Five Cents ($1.45) per share or an aggregate purchase price of _______________ Dollars ($_______) (the “Purchase Price”).

¨ The undersigned hereby elects under the provision set forth in Section 1(B) of the Warrant Agreement to make a net exercise of the Warrant as to __________ shares.

Pursuant to the terms of the Warrant Agreement the undersigned has delivered the aggregate Purchase Price herewith in full in cash or by certified check or wire transfer, if applicable.

The certificate(s) or other instruments for such shares shall be issued in the name of the undersigned or as otherwise indicated below.

 

	Signature:
	[name]
	[address]

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EXHIBIT 7.3

PREMIER BIOMEDICAL, INC.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.

Premier Executive Employee’s Warrant No. 2

COMMON STOCK PURCHASE WARRANT

THIS IS TO CERTIFY that, for value received, Mitchell S. Felder, an individual, or his assigns (the “Holder”) is entitled, subject to the terms and conditions set forth herein, to purchase from Premier Biomedical, Inc., a Nevada corporation (the “Company”) up to One Hundred Five Thousand (105,000) fully paid and nonassessable shares of common stock of the Company (the “Warrant Securities”) at the initial price of $1.45 per share, but subject to adjustment as provided in Section 4 below, (the “Exercise Price”), upon payment by cashier’s check or wire transfer of the Exercise Price for such shares of the Common Stock to the Company at the Company’s offices.

RECITALS

WHEREAS, the Company and Holder have entered into that certain Employment Agreement of even date herewith (the “Employment Agreement”);

WHEREAS, as partial consideration under the Employment Agreement, the Company and Holder have agreed for Holder to waive the compensation benefits of the Employment Agreement (the “Waiver”);

WHEREAS, as consideration for the Waiver, the Company has agreed to issue this Common Stock Purchase Warrant;

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NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Holder agree as follows:

AGREEMENT

1. Exercisability.

(A) General Exercisability. Subject to the vesting schedule and the Triggering Even in Section 2, below, this Warrant may be exercised between the date hereof and seven (7) years thereafter, by presentation and surrender hereof to the Company of a notice of election to purchase duly executed and accompanied by payment by check or wire transfer of the Exercise Price, or election to utilize the provisions of Section 1(B).

(B) Cashless Conversion of Warrants. Notwithstanding any provisions herein to the contrary, the Holder may convert this Warrant into that number of shares of the Company’s common stock by surrender of this Warrant at the principal office of the Company together with the properly endorsed form of election to purchase in which event the Company shall issue to the holder hereof a number of shares of the Company’s common stock computed using the following formula:

X = Y (A-B)

            A

Where X = the number of shares of the Company’s common stock to be issued to the holder hereof

Y = the number of shares of the Company’s common stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation)

A = the fair market value of one share of the Company’s common stock (at the date of such calculation)

B = the Exercise Price

All references herein to an “exercise” of the Warrant shall include a conversion pursuant to this Section. For the purposes of the above calculation, the Fair Market Value of one share of the Company’s common stock as of a particular date shall mean:

(a) If traded on a securities exchange or the NASDAQ National Market, the Fair Market Value shall be deemed to be the closing price of the common stock of the Company on such exchange or market on the date in question. If there is no closing selling price for such common stock on the date in question, then the fair market value shall be the closing selling price on the last preceding date for which such a quotation exists;

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(b) If actively traded over-the-counter, the Fair Market Value shall be deemed to be the closing bid price of the common stock of the Company on the date in question. If there is no closing selling price for such common stock on the date in question, then the fair market value shall be the closing selling price on the last preceding date for which such a quotation exists;

(c) If the Company’s common stock is traded on multiple platforms, the Board of Directors of the Company shall determine the primary market for such common stock; and

(d) If there is no active public market, the “Fair Market Value” shall be the value thereof, as determined in good faith by the Company’s Board of Directors after taking into account such factors as the Board of Directors of the Company shall deem appropriate.

A stock certificate representing the appropriate number of shares of the common stock shall be delivered to the holder hereof within five (5) business days following the date of exercise.

2. Vesting Schedule. This Warrant shall vest as follows:

(A) One-half (1/2) of the warrants will vest on January 15, 2013, subject to the condition that on such date Holder is employed in accordance with the Employment Agreement; and

(B) One-half (1/2) of the warrants will vest on June 15, 2013, subject to the condition that on such date Holder is employed in accordance with the Employment Agreement.

The option to exercise this Warrant shall only be available if the Company’s common stock reaches a closing bid price of Three Dollars ($3.00) per share and remains at or above Three Dollars ($3.00) per share for thirty (30) consecutive trading days on any and all markets or exchanges which the Company’s common stock is traded (the “Triggering Event”).

Upon termination of the Employment Agreement, for any reason or for no reason at all, the non-vested warrants shall terminate in accordance with the terms of the Employment Agreement.

3. Manner of Exercise. In case of the purchase of less than all the Warrant Securities, the Company shall cancel this Warrant upon the surrender hereof and shall execute and deliver a new warrant of like tenor for the balance of the Warrant Securities. Upon the exercise of this Warrant, the issuance of certificates for securities, properties or rights underlying this Warrant shall be made forthwith (and in any event within three (3) business days thereafter) without charge to the Holder including, without limitation, any tax that may be payable in respect of the issuance thereof: provided, however, that the Company shall not be required to pay any tax in respect of income or capital gain of the Holder.

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If and to the extent this Warrant is exercised, in whole or in part, the Holder shall be entitled to receive a certificate or certificates representing the Warrant Securities so purchased, upon presentation and surrender to the Company of the form of election to purchase attached hereto duly executed, and accompanied by payment of the purchase price.

4. Adjustment in Number of Shares.

(A) Adjustment for Reclassifications. In case at any time or from time to time after the issue date the holders of the Common Stock of the Company (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefore, other or additional stock or other securities or property (including cash) by way of stock split, spin-off, reclassification, combination of shares or similar corporate rearrangement (exclusive of any stock dividend of its or any subsidiary’s capital stock), then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 1, shall be entitled to receive the amount of stock and other securities and property which such Holder would hold on the date of such exercise if on the issue date he had been the holder of record of the number of shares of Common Stock of the Company called for on the face of this Warrant and had thereafter, during the period from the issue date, to and including the date of such exercise, retained such shares and/or all other or additional stock and other securities and property receivable by him as aforesaid during such period, giving effect to all adjustments called for during such period. In the event of any such adjustment, the Exercise Price shall be adjusted proportionally.

(B) Adjustment for Reorganization, Consolidation, Merger. In case of any reorganization of the Company (or any other corporation the stock or other securities of which are at the time receivable on the exercise of this Warrant) after the issue date, or in case, after such date, the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities or property to which such Holder would be entitled had the Holder exercised this Warrant immediately prior thereto, all subject to further adjustment as provided herein; in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after such consummation.

5. No Requirement to Exercise. Nothing contained in this Warrant shall be construed as requiring the Holder to exercise this Warrant prior to or in connection with the effectiveness of a registration statement.

6. No Stockholder Rights. Unless and until this Warrant is exercised, this Warrant shall not entitle the Holder hereof to any voting rights or other rights as a stockholder of the Company, or to any other rights whatsoever except the rights herein expressed, and, no dividends shall be payable or accrue in respect of this Warrant.

7. Piggyback Registration Rights. If the Company, at any time, proposes to conduct an offering of its securities so as to register any of its securities under the Securities Act of 1933 (the “Act”), including under an S-1 Registration Statement or otherwise, the Company will at such time give written notice to the Holder of its intention so to do. If the offering being registered includes an underwriter, then subject to the approval of the underwriters, and upon the written request of the Holder, given within 10 days after receipt of any such notice, the Company will use its best efforts to cause the common stock underlying the exercise of the Warrants to be registered under the Act (with the securities which we are proposing to register).

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8. Exchange. This Warrant is exchangeable upon the surrender hereof by the Holder to the Company for new warrants of like tenor representing in the aggregate the right to purchase the number of Warrant Securities purchasable hereunder, each of such new warrants to represent the right to purchase such number of Warrant Securities as shall be designated by the Holder at the time of such surrender.

Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it and reimbursement to the company of all reasonable expenses incidental thereto, and upon surrender and cancellation hereof, if mutilated, the Company will make and deliver a new warrant of like tenor and amount, in lieu hereof.

9. Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of securities upon the exercise of this Warrant, nor shall it be required to issue scrip or pay cash in lieu of fractional interests. All fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of securities, properties or rights receivable upon exercise of this Warrant.

10. Reservation of Securities. The Company shall at all times reserve and keep available out of its authorized shares of Common Stock or other securities, solely for the purpose of issuance upon the exercise of this Warrant, such number of shares of Common Stock or other securities, properties or rights as shall be issuable upon the exercise hereof. The Company covenants and agrees that, upon exercise of this Warrant and payment of the Principal Value, all shares of Common Stock and other securities issuable upon such exercise shall be duly and validly issued, fully paid, non-assessable and not subject to the preemptive rights of any stockholder.

11. Notices to Holder. If at any time prior to the expiration of this Warrant or its exercise, any of the following events shall occur:

(a) the Company shall take a record of the holders of any class of its securities for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or

(b) the Company shall offer to all the holders of a class of its securities any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option or warrant to subscribe therefor; or

(c) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed.

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then, in any one or more said events, the Company shall give written notice of such event to the Holder at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholder entitled to such dividend, distribution, convertible or exchangeable securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of closing the transfer books, as the case may be.

12. Transferability. This Warrant may not be transferred or assigned by the Holder without prior approval by the Company, which the Company may withhold in its sole discretion.

13. Informational Requirements. The Company will transmit to the Holder such information, documents and reports as are generally distributed to stockholders of the Company concurrently with the distribution thereof to such stockholders.

14. Notice. Notices to be given to the Company or the Holder shall be deemed to have been sufficiently given if delivered personally or sent by overnight courier or messenger, or by facsimile transmission. Notices shall be deemed to have been received on the date of personal delivery or facsimile transmission. The address of the Company and of the Holder shall be as set forth in the Company’s books and records.

15. Consent to Jurisdiction and Service. The Company consents to the jurisdiction of any court of the State of Florida, and of any federal court located in Florida, in any action or proceeding arising out of or in connection with this Warrant. The Company waives personal service of any summons, complaint or other process in connection with any such action or proceeding and agrees that service thereof may be made at the location provided in Section 14 hereof, or, in the alternative, in any other form or manner permitted by law. Pasco County, Florida shall be proper venue.

16. Successors. All the covenants and provisions of this Warrant shall be binding upon and inure to the benefit of the Company, the Holder and their respective legal representatives, successors and assigns.

17. Attorneys Fees. In the event the Investors or any holder hereof shall refer this Warrant to an attorney to enforce the terms hereof, the Company agrees to pay all the costs and expenses incurred in attempting or effecting collection hereunder, including reasonable attorney's fees, whether or not suit is instituted.

18. Governing Law. THIS WARRANT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED UNDER THE LAWS OF THE STATE OF FLORIDA, WITHOUT GIVING EFFECT TO THE RULES GOVERNING CONFLICTS OF LAW.

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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by the signature of its President and to be delivered in Port Richey, Florida.

	Premier Biomedical, Inc.,
	a Nevada corporation
Dated: September 28, 2012	By:	/s/ William A. Hartman
	Name:	William A. Hartman
	Its:	President and Chief Executive Officer

Acknowledged:
By:	/s/ Mitchell S. Felder
	Mitchell S. Felder

 

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[FORM OF ELECTION TO PURCHASE]

Date: _________________

PREMIER BIOMEDICAL, INC. 

Attn: President

Ladies and Gentlemen:

¨ The undersigned hereby elects to exercise the warrant issued to it by Premier Biomedical, Inc. (the “Company”) pursuant to the Common Stock Purchase Warrant Agreement between the Company and ______________, dated ________ (the “Warrant Agreement”) and to purchase thereunder ___________ (________) shares of Common Stock of the Company (the “Shares”) at a purchase price of One Dollar Forty Five Cents ($1.45) per share or an aggregate purchase price of _______________ Dollars ($_______) (the “Purchase Price”).

¨ The undersigned hereby elects under the provision set forth in Section 1(B) of the Warrant Agreement to make a net exercise of the Warrant as to __________ shares.

Pursuant to the terms of the Warrant Agreement the undersigned has delivered the aggregate Purchase Price herewith in full in cash or by certified check or wire transfer, if applicable.

The certificate(s) or other instruments for such shares shall be issued in the name of the undersigned or as otherwise indicated below.

 

	Signature:
	[name]
	[address]

8

EXHIBIT 7.4

PREMIER BIOMEDICAL, INC.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.

Premier Director’s Warrant No. 12

COMMON STOCK PURCHASE WARRANT

THIS IS TO CERTIFY that, for value received, Dr. Mitchell S. Felder, an individual, or his assigns (the “Holder”) is entitled, subject to the terms and conditions set forth herein, to purchase from Premier Biomedical, Inc., a Nevada corporation (the “Company”) up to one million six hundred thousand (1,600,000) fully paid and nonassessable shares of common stock of the Company (the “Warrant Securities”) at the initial price of $0.25 per share but subject to adjustment as provided in Section 4 below (the “Exercise Price”).

1. Exercisability.

(A) General Exercisability. Subject to the vesting schedule in Section 2, below, this Warrant may be exercised between November 18, 2014, the date these warrants were approved by the Company’s Board of Directors, and seven (7) years thereafter, by presentation and surrender hereof to the Company of a notice of election to purchase duly executed and accompanied by payment by check or wire transfer of the Exercise Price, or election to utilize the provisions of Section 1(B).

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(B) Cashless Conversion of Warrants. Notwithstanding any provisions herein to the contrary, the Holder may convert this Warrant into that number of shares of the Company’s common stock by surrender of this Warrant at the principal office of the Company together with the properly endorsed form of election to purchase in which event the Company shall issue to the holder hereof a number of shares of the Company’s common stock computed using the following formula:

X = Y (A-B)

       A

Where X = the number of shares of the Company’s common stock to be issued to the holder hereof

Y = the number of shares of the Company’s common stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation)

A = the fair market value of one share of the Company’s common stock (at the date of such calculation)

B = the Exercise Price

All references herein to an “exercise” of the Warrant shall include a conversion pursuant to this Section. For the purposes of the above calculation, the Fair Market Value of one share of the Company’s common stock as of a particular date shall mean:

(a) If traded on a securities exchange or the NASDAQ National Market, the Fair Market Value shall be deemed to be the closing price of the common stock of the Company on such exchange or market on the date in question. If there is no closing selling price for such common stock on the date in question, then the fair market value shall be the closing selling price on the last preceding date for which such a quotation exists;

(b) If actively traded over-the-counter, the Fair Market Value shall be deemed to be the closing bid price of the common stock of the Company on the date in question. If there is no closing bid price for such common stock on the date in question, then the fair market value shall be the closing bid price on the last preceding date for which such a quotation exists;

(c) If the Company’s common stock is traded on multiple platforms, the Board of Directors of the Company shall determine the primary market for such common stock; and

(d) If there is no active public market, the “Fair Market Value” shall be the value thereof, as determined in good faith by the Company’s Board of Directors after taking into account such factors as the Board of Directors of the Company shall deem appropriate.

A stock certificate representing the appropriate number of shares of the common stock shall be delivered to the holder hereof within five (5) business days following the date of exercise.

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2. Vesting Schedule. This Warrant shall vest according to the following schedule:

(A) One-half (1/2) of the warrants will vest on January 15, 2015, subject to the condition that Holder is a member of the Company’s Board of Directors and Chairman of the Scientific Advisory Board on such date; and

(B) One-half (1/2) of the warrants will vest on June 15, 2015, subject to the condition that Holder is a member of the Company’s Board of Directors and Chairman of the Scientific Advisory Board on such date.

Upon termination of Holder’s service as a member of the Company’s Board of Directors and/or Chairman of the Scientific Advisory Board, for any reason or for no reason at all, the non-vested warrants shall terminate immediately.

3. Manner of Exercise. In case of the purchase of less than all the Warrant Securities, the Company shall cancel this Warrant upon the surrender hereof and shall execute and deliver a new warrant of like tenor for the balance of the Warrant Securities. Upon the exercise of this Warrant, the issuance of certificates for securities, properties or rights underlying this Warrant shall be made forthwith (and in any event within three (3) business days thereafter) without charge to the Holder including, without limitation, any tax that may be payable in respect of the issuance thereof: provided, however, that the Company shall not be required to pay any tax in respect of income or capital gain of the Holder.

If and to the extent this Warrant is exercised, in whole or in part, the Holder shall be entitled to receive a certificate or certificates representing the Warrant Securities so purchased, upon presentation and surrender to the Company of the form of election to purchase attached hereto duly executed, and accompanied by payment of the purchase price.

4. Adjustment in Number of Shares.

(A) Adjustment for Reclassifications. In case at any time or from time to time after the issue date the holders of the Common Stock of the Company (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefore, other or additional stock or other securities or property (including cash) by way of stock split, spin-off, reclassification, combination of shares or similar corporate rearrangement (exclusive of any stock dividend of its or any subsidiary’s capital stock), then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 1, shall be entitled to receive the amount of stock and other securities and property which such Holder would hold on the date of such exercise if on the issue date he had been the holder of record of the number of shares of Common Stock of the Company called for on the face of this Warrant and had thereafter, during the period from the issue date, to and including the date of such exercise, retained such shares and/or all other or additional stock and other securities and property receivable by him as aforesaid during such period, giving effect to all adjustments called for during such period. In the event of any such adjustment, the Exercise Price shall be adjusted proportionally.

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(B) Adjustment for Reorganization, Consolidation, Merger. In case of any reorganization of the Company (or any other corporation the stock or other securities of which are at the time receivable on the exercise of this Warrant) after the issue date, or in case, after such date, the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities or property to which such Holder would be entitled had the Holder exercised this Warrant immediately prior thereto, all subject to further adjustment as provided herein; in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after such consummation.

5. No Requirement to Exercise. Nothing contained in this Warrant shall be construed as requiring the Holder to exercise this Warrant prior to or in connection with the effectiveness of a registration statement.

6. No Stockholder Rights. Unless and until this Warrant is exercised, this Warrant shall not entitle the Holder hereof to any voting rights or other rights as a stockholder of the Company, or to any other rights whatsoever except the rights herein expressed, and, no dividends shall be payable or accrue in respect of this Warrant.

7. Piggyback Registration Rights. If the Company, at any time, proposes to conduct an offering of its securities so as to register any of its securities under the Securities Act of 1933 (the “Act”), including under an S-1 Registration Statement or otherwise, the Company will at such time give written notice to the Holder of its intention so to do. If the offering being registered includes an underwriter, then subject to the approval of the underwriters, and upon the written request of the Holder, given within 10 days after receipt of any such notice, the Company will use its best efforts to cause the common stock underlying the exercise of the Warrants to be registered under the Act (with the securities which we are proposing to register).

8. Exchange. This Warrant is exchangeable upon the surrender hereof by the Holder to the Company for new warrants of like tenor representing in the aggregate the right to purchase the number of Warrant Securities purchasable hereunder, each of such new warrants to represent the right to purchase such number of Warrant Securities as shall be designated by the Holder at the time of such surrender.

Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it and reimbursement to the company of all reasonable expenses incidental thereto, and upon surrender and cancellation hereof, if mutilated, the Company will make and deliver a new warrant of like tenor and amount, in lieu hereof.

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9. Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of securities upon the exercise of this Warrant, nor shall it be required to issue scrip or pay cash in lieu of fractional interests. All fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of securities, properties or rights receivable upon exercise of this Warrant.

10. Reservation of Securities. The Company shall at all times reserve and keep available out of its authorized shares of Common Stock or other securities, solely for the purpose of issuance upon the exercise of this Warrant, such number of shares of Common Stock or other securities, properties or rights as shall be issuable upon the exercise hereof. The Company covenants and agrees that, upon exercise of this Warrant and payment of the Principal Value, all shares of Common Stock and other securities issuable upon such exercise shall be duly and validly issued, fully paid, non-assessable and not subject to the preemptive rights of any stockholder.

11. Notices to Holder. If at any time prior to the expiration of this Warrant or its exercise, any of the following events shall occur:

(a) the Company shall take a record of the holders of any class of its securities for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or

(b) the Company shall offer to all the holders of a class of its securities any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option or warrant to subscribe therefor; or

(c) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed.

then, in any one or more said events, the Company shall give written notice of such event to the Holder at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholder entitled to such dividend, distribution, convertible or exchangeable securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of closing the transfer books, as the case may be.

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12. Transferability. This Warrant may not be transferred or assigned by the Holder without prior approval by the Company, which the Company may withhold in its sole discretion.

13. Informational Requirements. The Company will transmit to the Holder such information, documents and reports as are generally distributed to stockholders of the Company concurrently with the distribution thereof to such stockholders.

14. Notice. Notices to be given to the Company or the Holder shall be deemed to have been sufficiently given if delivered personally or sent by overnight courier or messenger, or by facsimile transmission. Notices shall be deemed to have been received on the date of personal delivery or facsimile transmission. The address of the Company and of the Holder shall be as set forth in the Company’s books and records.

15. Consent to Jurisdiction and Service. The Company consents to the jurisdiction of any court of the State of Texas, and of any federal court located in Texas, in any action or proceeding arising out of or in connection with this Warrant. The Company waives personal service of any summons, complaint or other process in connection with any such action or proceeding and agrees that service thereof may be made at the location provided in Section 14 hereof, or, in the alternative, in any other form or manner permitted by law. El Paso County, Texas shall be proper venue.

16. Successors. All the covenants and provisions of this Warrant shall be binding upon and inure to the benefit of the Company, the Holder and their respective legal representatives, successors and assigns.

17. Attorneys’ Fees. In the event the Investors or any holder hereof shall refer this Warrant to an attorney to enforce the terms hereof, the Company agrees to pay all the costs and expenses incurred in attempting or effecting collection hereunder, including reasonable attorney's fees, whether or not suit is instituted.

18. Governing Law. THIS WARRANT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED UNDER THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO THE RULES GOVERNING CONFLICTS OF LAW.

[remainder of page intentionally left blank, signature page to follow]

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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by the signature of its President and to be delivered in El Paso, Texas.

	Premier Biomedical, Inc.,
	a Nevada corporation
Dated: December 10, 2014	By:	/s/ William A. Hartman
	Name:	William A. Hartman
	Its:	President and Chief Executive Officer

Acknowledged:
By:	/s/ Mitchell S. Felder
	Dr. Mitchell S. Felder

 

[FORM OF ELECTION TO PURCHASE]

Date: _________________

PREMIER BIOMEDICAL, INC. 

Attn: President

Ladies and Gentlemen:

¨ The undersigned hereby elects to exercise the warrant issued to it by Premier Biomedical, Inc. (the “Company”) pursuant to the Common Stock Purchase Warrant Agreement between the Company and ______________, dated ________ (the “Warrant Agreement”) and to purchase thereunder ___________ (________) shares of Common Stock of the Company (the “Shares”) at a purchase price of twenty five cents ($0.25) per share or an aggregate purchase price of _______________ Dollars ($_______) (the “Purchase Price”).

¨ The undersigned hereby elects under the provision set forth in Section 1(B) of the Warrant Agreement to make a net exercise of the Warrant as to __________ shares.

Pursuant to the terms of the Warrant Agreement the undersigned has delivered the aggregate Purchase Price herewith in full in cash or by certified check or wire transfer, if applicable.

The certificate(s) or other instruments for such shares shall be issued in the name of the undersigned or as otherwise indicated below.

 

	Signature:
	[name]
	[address]

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EXHIBIT 7.5

PREMIER BIOMEDICAL, INC.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.

Premier Director’s Warrant No. 25

COMMON STOCK PURCHASE WARRANT

THIS IS TO CERTIFY that, for value received, Dr. Mitchell S. Felder, an individual, or his assigns (the “Holder”) is entitled, subject to the terms and conditions set forth herein, to purchase from Premier Biomedical, Inc., a Nevada corporation (the “Company”) up to One Million (1,000,00) fully paid and nonassessable shares of Common Stock of the Company (the “Warrant Securities”) at the initial price of $0.05 per share but subject to adjustment as provided in Section 4 below (the “Exercise Price”).

1. Exercisability.

(A) General Exercisability. Subject to the vesting schedule in Section 2, below, this Warrant may be exercised between October 7, 2015 and ten (10) years thereafter, by presentation and surrender hereof to the Company of a notice of election to purchase duly executed and accompanied by payment by check or wire transfer of the Exercise Price, or election to utilize the provisions of Section 1(B).

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(B) Cashless Conversion of Warrants. Notwithstanding any provisions herein to the contrary, the Holder may convert this Warrant into that number of shares of the Company’s Common Stock by surrender of this Warrant at the principal office of the Company together with the properly endorsed form of election to purchase in which event the Company shall issue to the holder hereof a number of shares of the Company’s Common Stock computed using the following formula:

X = Y (A-B)

  A

Where X = the number of shares of the Company’s Common Stock to be issued to the holder hereof

Y = the number of shares of the Company’s Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation)

A = the fair market value of one share of the Company’s Common Stock (at the date of such calculation)

B = the Exercise Price

All references herein to an “exercise” of the Warrant shall include a conversion pursuant to this Section. For the purposes of the above calculation, the Fair Market Value of one share of the Company’s Common Stock as of a particular date shall mean:

(a) If traded on a securities exchange or the NASDAQ National Market, the Fair Market Value shall be deemed to be the closing price of the Common Stock of the Company on such exchange or market on the date in question. If there is no closing selling price for such Common Stock on the date in question, then the fair market value shall be the closing selling price on the last preceding date for which such a quotation exists;

(b) If actively traded over-the-counter, the Fair Market Value shall be deemed to be the closing bid price of the Common Stock of the Company on the date in question. If there is no closing bid price for such Common Stock on the date in question, then the fair market value shall be the closing bid price on the last preceding date for which such a quotation exists;

(c) If the Company’s Common Stock is traded on multiple platforms, the Board of Directors of the Company shall determine the primary market for such Common Stock; and

(d) If there is no active public market, the “Fair Market Value” shall be the value thereof, as determined in good faith by the Company’s Board of Directors after taking into account such factors as the Board of Directors of the Company shall deem appropriate.

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A stock certificate representing the appropriate number of shares of the Common Stock shall be delivered to the holder hereof within five (5) business days following the date of exercise.

2. Vesting Schedule. This Warrant shall vest according to the following schedule:

(A) One-half (1/2) of the warrants will vest on June 15, 2016, subject to the condition that Holder is a member of the Company’s Board of Directors on such date; and

(B) One-half (1/2) of the warrants will vest on December 15, 2016, subject to the condition that Holder is a member of the Company’s Board of Directors on such date.

Upon termination of Holder’s service as a member of the Company’s Board of Directors, for any reason or for no reason at all, the non-vested warrants shall terminate immediately.

3. Manner of Exercise. In case of the purchase of less than all the Warrant Securities, the Company shall cancel this Warrant upon the surrender hereof and shall execute and deliver a new warrant of like tenor for the balance of the Warrant Securities. Upon the exercise of this Warrant, the issuance of certificates for securities, properties or rights underlying this Warrant shall be made forthwith (and in any event within three (3) business days thereafter) without charge to the Holder including, without limitation, any tax that may be payable in respect of the issuance thereof: provided, however, that the Company shall not be required to pay any tax in respect of income or capital gain of the Holder.

If and to the extent this Warrant is exercised, in whole or in part, the Holder shall be entitled to receive a certificate or certificates representing the Warrant Securities so purchased, upon presentation and surrender to the Company of the form of election to purchase attached hereto duly executed, and accompanied by payment of the purchase price.

4. Adjustment in Number of Shares.

(A) Adjustment for Reclassifications. In case at any time or from time to time after the issue date the holders of the Common Stock of the Company (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefore, other or additional stock or other securities or property (including cash) by way of stock split, spin-off, reclassification, combination of shares or similar corporate rearrangement (exclusive of any stock dividend of its or any subsidiary’s capital stock), then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 1, shall be entitled to receive the amount of stock and other securities and property which such Holder would hold on the date of such exercise if on the issue date he had been the holder of record of the number of shares of Common Stock of the Company called for on the face of this Warrant and had thereafter, during the period from the issue date, to and including the date of such exercise, retained such shares and/or all other or additional stock and other securities and property receivable by him as aforesaid during such period, giving effect to all adjustments called for during such period. In the event of any such adjustment, the Exercise Price shall be adjusted proportionally.

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(B) Adjustment for Reorganization, Consolidation, Merger. In case of any reorganization of the Company (or any other corporation the stock or other securities of which are at the time receivable on the exercise of this Warrant) after the issue date, or in case, after such date, the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities or property to which such Holder would be entitled had the Holder exercised this Warrant immediately prior thereto, all subject to further adjustment as provided herein; in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after such consummation.

5. No Requirement to Exercise. Nothing contained in this Warrant shall be construed as requiring the Holder to exercise this Warrant prior to or in connection with the effectiveness of a registration statement.

6. No Stockholder Rights. Unless and until this Warrant is exercised, this Warrant shall not entitle the Holder hereof to any voting rights or other rights as a stockholder of the Company, or to any other rights whatsoever except the rights herein expressed, and, no dividends shall be payable or accrue in respect of this Warrant.

7. Piggyback Registration Rights. If the Company, at any time, proposes to conduct an offering of its securities so as to register any of its securities under the Securities Act of 1933 (the “Act”), including under an S-1 Registration Statement or otherwise, the Company will at such time give written notice to the Holder of its intention so to do. If the offering being registered includes an underwriter, then subject to the approval of the underwriters, and upon the written request of the Holder, given within 10 days after receipt of any such notice, the Company will use its best efforts to cause the Common Stock underlying the exercise of the Warrants to be registered under the Act (with the securities which we are proposing to register).

8. Exchange. This Warrant is exchangeable upon the surrender hereof by the Holder to the Company for new warrants of like tenor representing in the aggregate the right to purchase the number of Warrant Securities purchasable hereunder, each of such new warrants to represent the right to purchase such number of Warrant Securities as shall be designated by the Holder at the time of such surrender.

Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it and reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation hereof, if mutilated, the Company will make and deliver a new warrant of like tenor and amount, in lieu hereof.

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9. Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of securities upon the exercise of this Warrant, nor shall it be required to issue scrip or pay cash in lieu of fractional interests. All fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of securities, properties or rights receivable upon exercise of this Warrant.

10. Reservation of Securities. The Company shall at all times reserve and keep available out of its authorized shares of Common Stock or other securities, solely for the purpose of issuance upon the exercise of this Warrant, such number of shares of Common Stock or other securities, properties or rights as shall be issuable upon the exercise hereof. The Company covenants and agrees that, upon exercise of this Warrant and payment of the Principal Value, all shares of Common Stock and other securities issuable upon such exercise shall be duly and validly issued, fully paid, non-assessable and not subject to the preemptive rights of any stockholder.

11. Notices to Holder. If at any time prior to the expiration of this Warrant or its exercise, any of the following events shall occur:

(a) the Company shall take a record of the holders of any class of its securities for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or

(b) the Company shall offer to all the holders of a class of its securities any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option or warrant to subscribe therefor; or

(c) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed.

then, in any one or more said events, the Company shall give written notice of such event to the Holder at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholder entitled to such dividend, distribution, convertible or exchangeable securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of closing the transfer books, as the case may be.

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12. Transferability. This Warrant may not be transferred or assigned by the Holder without prior approval by the Company, which the Company may withhold in its sole discretion.

13. Informational Requirements. The Company will transmit to the Holder such information, documents and reports as are generally distributed to stockholders of the Company concurrently with the distribution thereof to such stockholders.

14. Notice. Notices to be given to the Company or the Holder shall be deemed to have been sufficiently given if delivered personally or sent by overnight courier or messenger, or by facsimile transmission. Notices shall be deemed to have been received on the date of personal delivery or facsimile transmission. The address of the Company and of the Holder shall be as set forth in the Company’s books and records.

15. Consent to Jurisdiction and Service. The Company consents to the jurisdiction of any court of the State of Texas, and of any federal court located in Texas, in any action or proceeding arising out of or in connection with this Warrant. The Company waives personal service of any summons, complaint or other process in connection with any such action or proceeding and agrees that service thereof may be made at the location provided in Section 14 hereof, or, in the alternative, in any other form or manner permitted by law. El Paso County, Texas shall be proper venue.

16. Successors. All the covenants and provisions of this Warrant shall be binding upon and inure to the benefit of the Company, the Holder and their respective legal representatives, successors and assigns.

17. Attorneys’ Fees. In the event the Investors or any holder hereof shall refer this Warrant to an attorney to enforce the terms hereof, the Company agrees to pay all the costs and expenses incurred in attempting or effecting collection hereunder, including reasonable attorney's fees, whether or not suit is instituted.

18. Governing Law. THIS WARRANT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED UNDER THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO THE RULES GOVERNING CONFLICTS OF LAW.

[remainder of page intentionally left blank, signature page to follow]

6

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by the signature of its President and to be delivered in El Paso, Texas.

	Premier Biomedical, Inc.,
	a Nevada corporation
Dated: October 7, 2015	By:	/s/ William A. Hartman
	Name:	William A. Hartman
	Its:	President and Chief Executive Officer

Acknowledged:
By:	/s/ Mitchell S. Felder
	Dr. Mitchell S. Felder

 

7

[FORM OF ELECTION TO PURCHASE]

Date: _________________

PREMIER BIOMEDICAL, INC. 

Attn: President

Ladies and Gentlemen:

¨ The undersigned hereby elects to exercise the Warrant issued to it by Premier Biomedical, Inc. (the “Company”) pursuant to the Common Stock Purchase Warrant Agreement between the Company and ______________, dated ________ (the “Warrant Agreement”) and to purchase thereunder ___________ (________) shares of Common Stock of the Company (the “Shares”) at a purchase price of five cents ($0.05) per share or an aggregate purchase price of _______________ Dollars ($_______) (the “Purchase Price”).

¨ The undersigned hereby elects under the provision set forth in Section 1(B) of the Warrant Agreement to make a net exercise of the Warrant as to __________ shares.

Pursuant to the terms of the Warrant Agreement the undersigned has delivered the aggregate Purchase Price herewith in full in cash or by certified check or wire transfer, if applicable.

The certificate(s) or other instruments for such shares shall be issued in the name of the undersigned or as otherwise indicated below.

 

	Signature:
	[name]
	[address]

8