0001144204-16-106103 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 1st, 2016 • AmpliPhi Biosciences Corp • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 31, 2016, between AmpliPhi Biosciences Corporation, a Washington corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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COMMON STOCK PURCHASE WARRANT AMPLIPHI BIOSCIENCES CORPORATION
Common Stock Purchase Warrant • June 1st, 2016 • AmpliPhi Biosciences Corp • Biological products, (no disgnostic substances) • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ampliphi Biosciences Corporation, a Washington corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • June 1st, 2016 • AmpliPhi Biosciences Corp • Biological products, (no disgnostic substances) • New York
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