SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2008 • Pharmathene, Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT (this “Agreement”), dated this 30th day of September, 2008 (the “Execution Date”), is entered into by and among PharmAthene, Inc., a Delaware corporation, having its office at One Park Place; Suite #450, Annapolis, MD 21401 (the “Company”), and its successors and permitted assigns, and Kelisia Holdings Ltd., a company limited by shares established under the laws of Cyprus, having its office at 29 Theklas Lyssioti Street, Cassandra Centre, 2nd Floor, 3731 Limassol, Cyprus (the “Investor”), and its successors and permitted assigns.
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • November 14th, 2008 • Pharmathene, Inc • Pharmaceutical preparations • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Kelisia Holdings Ltd., a company limited by shares established under the laws of Cyprus, having its office at 29 Theklas Lyssioti Street; Cassandra Centre, 2nd Floor; 3731 Limassol; Cyprus (together with any permitted transferee, the “Holder”), an indirect wholly owned subsidiary of Panacea Biotec Limited, a public limited company established under the laws of India, having its registered office at Ambala-Chandigarh Highway, Lalru-140501, Punjab, India (“PBL”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. U.S. Eastern Time on the first anniversary following the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from PharmAthene, Inc, a Delaware corporation (the “Company”), up to 2,745,098 shares (
PHARMATHENE, INC. INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 14th, 2008 • Pharmathene, Inc • Pharmaceutical preparations • Delaware
THIS INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of October 10, 2008, by and among PHARMATHENE, INC., a Delaware corporation having its office at One Park Place; Suite #450, Annapolis, MD 21401 (the “Company”), and its successors and permitted assigns, and Kelisia Holdings Ltd., a company limited by shares established under the laws of Cyprus having its office at 29 Theklas Lyssioti Street; Cassandra Centre, 2nd Floor; 3731 Limassol; Cyprus (the “Investor”), an indirect wholly owned subsidiary of Panacea Biotec Limited, a public limited company established under the laws of India, having its registered office at Ambala-Chandigarh Highway, Lalru-140501, Punjab, India and its successors and permitted assigns.
LETTERHEAD OF PHARMATHENE, INC.]Letter Agreement • November 14th, 2008 • Pharmathene, Inc • Pharmaceutical preparations
In connection with the purchase by Kelisia Holdings Ltd., a company limited by shares established under the laws of Cyprus (“Kelisia”), an indirect wholly-owned subsidiary of Panacea Biotec Ltd., a public limited company established under the laws of India (together with its affiliates, “PBL”), of securities of PharmAthene, Inc., a Delaware corporation (“PIP”), pursuant to the Securities Purchase Agreement dated of even date herewith between PIP and Kelisia (the “Securities Purchase Agreement”) and the Investor Rights Agreement between PIP and Kelisia to be executed in the form attached as an exhibit to the Securities Purchase Agreement (the “Investor Rights Agreement”), (i) PBL has agreed to be bound by certain restrictions on its activities with respect to the securities to be acquired, and (ii) both PBL and PIP have agreed to engage in discussions from time to time relating to, among other things, the manufacture and/or process development by PBL of a portion of PIP’s proprietary Bi
SECOND AMENDMENT TO OFFICE LEASEOffice Lease • November 14th, 2008 • Pharmathene, Inc • Pharmaceutical preparations
THIS SECOND AMENDMENT TO OFFICE LEASE (this “Second Amendment”) is made as of Sept. 16th2008, by and between Park Place Trust, a Maryland business trust (“Landlord”) and PharmAthene, Inc., a Delaware corporation (“Tenant”).
