PHARMATHENE, INC. VOTING AND LOCK-UP AGREEMENTVoting and Lock-Up Agreement • August 1st, 2013 • Pharmathene, Inc • Pharmaceutical preparations • Delaware
This PHARMATHENE, INC. VOTING AND LOCK-UP AGREEMENT (this “Agreement”), dated as of July 31, 2013, is by and between, Theraclone Sciences, Inc., a Delaware corporation (the “Company”), and each of the undersigned stockholders (each, a “Stockholder,” and, collectively, the “Stockholders”) of PharmAthene, Inc., a Delaware corporation (“PharmAthene”), identified on the signature page hereto.
AGREEMENT AND PLAN OF MERGER among PHARMATHENE, INC., TAURUS MERGER SUB, INC., THERACLONE SCIENCES, INC., and Steven Gillis, Ph.D., AS SECURITYHOLDERS’ REPRESENTATIVE Dated as of July 31, 2013Merger Agreement • August 1st, 2013 • Pharmathene, Inc • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of July 31, 2013 (this “Agreement”), among PharmAthene, Inc., a Delaware corporation (“PharmAthene”), Taurus Merger Sub, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of PharmAthene (“Merger Sub”), Theraclone Sciences, Inc., a Delaware corporation (“Theraclone”), and Steven Gillis, Ph.D., solely in its capacity as the representative of the Theraclone Stockholders (the “Securityholders’ Representative”).
THERACLONE VOTING AND LOCK-UP AGREEMENTVoting and Lock-Up Agreement • August 1st, 2013 • Pharmathene, Inc • Pharmaceutical preparations • Delaware
This THERACLONE VOTING AND LOCK-UP AGREEMENT (this “Agreement”), dated as of July 31, 2013, is by and between, PharmAthene, Inc., a Delaware corporation (the “Company”), and each of the undersigned stockholders (each, a “Stockholder,” and, collectively, the “Stockholders”) of Theraclone Sciences, Inc., a Delaware corporation (“Theraclone”), identified on the signature page hereto.
FORM OF Post-Closing Lock-Up AgreementPost-Closing Lock-Up Agreement • August 1st, 2013 • Pharmathene, Inc • Pharmaceutical preparations
This Post-Closing Lock-Up Agreement (this “Agreement”) is being delivered pursuant to that certain Agreement and Plan of Merger, dated as of July 31, 2013, by and among PharmAthene, Inc., a Delaware corporation (“PharmAthene”), Taurus Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of PharmAthene (“Merger Sub”) and Theraclone Sciences, Inc., a Delaware corporation (“Theraclone”), and Steven Gillis, Ph.D., solely in its capacity as the representative of the Theraclone Securityholders (the “Merger Agreement”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement. Pursuant to the terms of this Agreement, the undersigned (“Stockholder”) is agreeing that all shares of PharmAthene Common Stock issued to Stockholder as Merger Consideration in connection with the Merger, including shares held as of the Closing Date, and shares that may be held in escrow (whether or not released
FOrm of Board Composition AGREEMENTBoard Composition Agreement • August 1st, 2013 • Pharmathene, Inc • Pharmaceutical preparations • Delaware
THIS BOARD COMPOSITION AGREEMENT (this “Agreement”) is made and entered into as of this [●] day of [●], 2013, by and among PharmAthene, Inc., a Delaware corporation (the “Company”), and each holder of the Company’s Common Stock, $0.0001 par value per share (“Common Stock”), listed on Schedule A hereto (the “Stockholders”).
