COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of HOLLIS-EDEN PHARMACEUTICALS, INC.Common Stock Purchase Warrant • February 2nd, 2006 • Hollis Eden Pharmaceuticals Inc /De/ • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (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 August , 2006 (the “Initial Exercise Date”) and on or prior to the close of business on the fourth year anniversary of the date hereof (the “Termination Date”) but not thereafter, to subscribe for and purchase from Hollis-Eden Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “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).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 2nd, 2006 • Hollis Eden Pharmaceuticals Inc /De/ • Pharmaceutical preparations • New York
THIS STOCK PURCHASE AGREEMENT is dated February , 2006 (this “Agreement”), between the undersigned (“Purchaser”) and Hollis-Eden Pharmaceuticals, Inc., a Delaware corporation (the “Company”), whereby the parties agree as follows:
4,000,000 Shares HOLLIS-EDEN PHARMACEUTICALS, INC. Common Stock PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 2nd, 2006 • Hollis Eden Pharmaceuticals Inc /De/ • Pharmaceutical preparations • New York
Hollis-Eden Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to certain investors (collectively, the “Investors”) up to an aggregate of 4,000,000 shares (the “Shares”) of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”). Each Investor shall also receive a warrant, in the form of Exhibit A attached hereto, to purchase up to a number of shares of the Company’s Common Stock (the “Warrant Shares”) equal to 20% of the Shares purchased by such Investor, at an exercise price equal to $8.75 per share, exercisable beginning six months after issuance and on or prior to the fourth anniversary of issuance (the “Warrants”). The Shares, the Warrant and the Warrant Shares (collectively, the “Securities”) have been registered on a registration statement on Form S-3, File No. 333-126458 (the “Registration Statement”), which has been declared effective by the Securities and Exchange Commission (“SEC”), and remains effective as of the dat
