SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 10th, 2008 • Kelisia Holdings LTD • 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 public limited company 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 WARRANT To Purchase up to 2,745,098 Shares of Common Stock of PHARMATHENE, INC.Common Stock Purchase Warrant • October 10th, 2008 • Kelisia Holdings LTD • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Kelisia Holdings Ltd., a public limited company 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 (the
JOINT FILING AGREEMENTJoint Filing Agreement • October 10th, 2008 • Kelisia Holdings LTD
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing of a statement on Schedule 13D (including amendments thereto) with respect to the shares of common stock, $0.0001 per share, of PharmAthene, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
