COMMON STOCK PURCHASE WARRANT VICAL INCORPORATEDVical Inc • May 22nd, 2009 • Biological products, (no disgnostic substances)
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 November 27, 2009 (the “Initial Exercise Date”) and on or prior to the close of business on February 25, 2010 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Vical Incorporated, a Delaware corporation (the “Company”), up to shares (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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 22nd, 2009 • Vical Inc • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 21, 2009, between Vical Incorporated, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
CONFIDENTIAL Vijay Samant, Ph.D. CEO Vical Incorporated 10390 Pacific Center Court San Diego, CA 92121 Dear Dr. Samant:Vical Inc • May 22nd, 2009 • Biological products, (no disgnostic substances) • New York
This letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) and Vical Incorporated (the “Company”), that Rodman shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement, to close on or prior to May 27, 2009 (the “Placement”), of registered securities (the “Securities”) of the Company, consisting of shares (the “Shares”) of the Company’s common stock, par value $.01 per share (the “Common Stock”) and warrants to purchase shares of Common Stock (the “Warrants”). The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the
