PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK AMPLIPHI BIOSCIENCES CORPORATIONAmpliPhi Biosciences Corp • May 1st, 2017 • Biological products, (no disgnostic substances) • New York
THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (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”) until this Warrant is exercised in full (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).
] Shares of Common Stock Pre-Funded Warrants to Purchase [ ] Shares of Common Stock and Warrants to Purchase [ ] Shares of Common Stock AMPLIPHI BIOSCIENCES CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • May 1st, 2017 • AmpliPhi Biosciences Corp • Biological products, (no disgnostic substances) • New York
AmpliPhi Biosciences Corporation, a Washington corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to H.C. Wainwright & Co., LLC, as representative (the “Representative”) of the several underwriters named in Schedule I hereto (each, an “Underwriter”), (i) an aggregate of [ ] authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) and (ii) warrants (the “Firm Warrants” and collectively with the Firm Shares, the “Firm Securities”)) to purchase up to an aggregate of [ ] shares of Common Stock (the “Warrant Shares”). In addition, the Company proposes, subject to the terms and conditions stated herein, to issue and sell to the Representative (i) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of [ ] shares of Common Stock at an exercise price of $0.01 per share (the “Pre-Funded Warrant Shares”) and (ii) Warrants to purchase up to a
