0001193125-11-327454 Sample Contracts

6,737,247 Units INOVIO PHARMACEUTICALS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • December 1st, 2011 • Inovio Pharmaceuticals, Inc. • Surgical & medical instruments & apparatus • New York

Pursuant to this Underwriting Agreement (this “Agreement”), Inovio Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Brean Murray, Carret & Co., LLC (the “Underwriter”) up to an aggregate of 6,737,247 units (the “Firm Units”) with each Firm Unit consisting of (i) one share of common stock, $0.001 par value per share (the “Common Stock”) of the Company and (ii) one warrant to purchase 0.75 of one share of Common Stock (a “Warrant” and, collectively, the “Warrants”). The terms and conditions of the Warrants are set forth in the form of Exhibit A attached hereto. The Firm Units will not be issued or certificated. The Firm Units and Warrants are immediately separable and will be issued separately.

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