PRE-FUNDED COMMON STOCK PURCHASE WARRANT AMPLIPHI BIOSCIENCES CORPORATIONAmpliPhi Biosciences Corp • September 18th, 2018 • 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 [ISSUE DATE] (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 aggregate exercise price, as described in Section 2(b).
•] Shares of Common Stock and Pre-Funded Warrants to Purchase [•] Shares of Common Stock AMPLIPHI BIOSCIENCES CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • September 18th, 2018 • 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) pre-funded warrants (the “Pre-Funded Warrants” and collectively with the Firm Shares, the “Firm Securities”) to purchase up to an aggregate of [•] shares of Common Stock at an exercise price of $0.01 per share (the “Warrant Shares”). The respective amounts of the Firm Securities to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional [•] shares of Common Stock (the “O
