Base Prospectus Uses in Issuance of the Securities; Registration Clause

Issuance of the Securities; Registration

Issuance of the Securities; Registration. The Common Shares and the Warrants are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of Common Shares issuable pursuant to the Transaction Documents. The Registration Statement was declared effective under the Securities Act on May 22, 2009 (the "Effective Date") and no stop order preventing or suspending the effectiveness of the Registration Statement or preventing the use of the Base Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the actual knowledge of the Company, are threatened by the Commission. The Company, if required by applicable Securities Act Rules and Regulations, proposes to file the Prospectus Supplement with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Base Prospectus and any amendments or supplements thereto, at the time the Base Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Issuance of the Securities; Registration

Issuance of the Securities; Registration. The Shares and Warrants are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents (i) the Shares will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company and (ii) the Warrants will be duly and validly issued, free and clear of all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to the Transaction Documents. The issuance by the Company of the Securities has been registered under the Securities Act and all of the Securities, when issued in accordance with the Transaction Documents and the plan of distribution described in the Registration Statement, Base Prospectus and Time of Sale Prospectus, will be freely transferable and tradable by the Purchasers without restriction (other than any restrictions arising solely from an act or omission of a Purchaser). The Registration Statement is effective and available for the issuance of the Securities thereunder, and the Company has not received any notice that the Commission has issued or intends to issue a stop order with respect to the Registration Statement or that the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened in writing to do so. The "Plan of Distribution" section under the Registration Statement, as amended or supplemented by a post-effective amendment thereto or by the Base Prospectus and Time of Sale Prospectus, permits the issuance and sale of the Securities as contemplated hereunder. Upon issuance of the Securities on the terms set forth in the Purchase Agreement, the Purchasers will have good and marketable title to such Securities and the Shares will be listed and authorized for trading on the "Trading Market" (which, for purposes of this Agreement, shall mean the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the Nasdaq Capital Market, the NYSE Amex, the New York Stock Exchange, the Nasdaq National Market or the OTC Bulletin Board). Page 5

Issuance of the Securities; Registration

Issuance of the Securities; Registration. The Shares and Warrants are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents (i) the Shares will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company and (ii) the Warrants will be duly and validly issued, free and clear of all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to the Transaction Documents. The issuance by the Company of the Securities has been registered under the Securities Act and all of the Securities, when issued in accordance with the Transaction Documents and the plan of distribution described in the Registration Statement, Base Prospectus and Time of Sale Prospectus, will be freely transferable and tradable by the Purchasers without restriction (other than any restrictions arising solely from an act or omission of a Purchaser). The Registration Statement is effective and available for the issuance of the Securities thereunder, and the Company has not received any notice that the Commission has issued or intends to issue a stop order with respect to the Registration Statement or that the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened in writing to do so. The "Plan of Distribution" section under the Registration Statement, as amended or supplemented by a post-effective amendment thereto or by the Base Prospectus and Time of Sale Prospectus, permits the issuance and sale of the Securities as contemplated hereunder. Upon issuance of the Securities on the terms set forth in the Purchase Agreement, the Purchasers will have good and marketable title to such Securities and the Shares will be listed and authorized for trading on the "Trading Market" (which, for purposes of this Agreement, shall mean the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the Nasdaq Capital Market, the NYSE Amex, the New York Stock Exchange, the Nasdaq National Market or the OTC Bulletin Board).

Issuance of the Securities; Registration

This letter (the Agreement) constitutes the agreement between Rodman & Renshaw, LLC (Rodman or the Placement Agent) and Park National Corporation (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 (the Placement) of registered securities of the Company, consisting of common shares, without par value (the Common Shares), of the Company, warrants to purchase Common Shares (the Warrants) and the Common Shares issuable upon exercise of the Warrants (together with the Common Shares and the Warrants, the Securities). 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 Rodman shall not, and nothing herein implies that Rodman would, have the power or authority to bind the Company or any Purchaser and the Company shall not, and nothing herein implies that the Company

Issuance of the Securities; Registration. The Common Shares and the Warrants are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of Common Shares issuable pursuant to the Transaction Documents. The Registration Statement was declared effective under the Securities Act on May 22, 2009 (the Effective Date) and no stop order preventing or suspending the effectiveness of the Registration Statement or preventing the use of the Base Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the actual knowledge of the Company, are threatened by the Commission. The Company, if required by applicable Securities Act Rules and Regulations, proposes to file the Prospectus Supplement with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Base Prospectus and any amendments or supplements thereto, at the time the Base Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Issuance of the Securities; Registration

This letter (the Agreement) constitutes the agreement between Rodman & Renshaw, LLC (Rodman or the Placement Agent) and PharmAthene, Inc. (the Company) that Rodman shall serve, on a best efforts basis, as the non-exclusive placement agent (to serve as lead co-manager with Caris & Co. (Caris)) for the Company in connection with the proposed public offering placement (the Placement) of registered securities (the Securities) of the Company, consisting of shares (the Shares) of the Companys common stock, par value $0.0001 per share (the Common Stock) and warrants (the Warrants) to purchase shares of the Companys Common Stock. 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 an agreement of the parties 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 co

Issuance of the Securities; Registration. The Shares and Warrants are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents (i) the Shares will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company and (ii) the Warrants will be duly and validly issued, free and clear of all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to the Transaction Documents. The issuance by the Company of the Securities has been registered under the Securities Act and all of the Securities, when issued in accordance with the Transaction Documents and the plan of distribution described in the Registration Statement, Base Prospectus and Time of Sale Prospectus, will be freely transferable and tradable by the Purchasers without restriction (other than any restrictions arising solely from an act or omission of a Purchaser). The Registration Statement is effective and available for the issuance of the Securities thereunder, and the Company has not received any notice that the Commission has issued or intends to issue a stop order with respect to the Registration Statement or that the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened in writing to do so. The Plan of Distribution section under the Registration Statement, as amended or supplemented by a post-effective amendment thereto or by the Base Prospectus and Time of Sale Prospectus, permits the issuance and sale of the Securities as contemplated hereunder. Upon issuance of the Securities on the terms set forth in the purchase agreement between the Company and the Purchasers, the Purchasers will have good and marketable title to such Securities and the Shares will be listed and authorized for trading on the Trading Market (which, for purposes of this Agreement, shall mean the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the Nasdaq Capital Market, the NYSE Amex, the New York Stock Exchange, the Nasdaq National Market or the OTC Bulletin Board).