CONFIDENTIAL David P. Wright President and Chief Executive Officer PharmAthene, Inc. One Park Place Suite 450 Annapolis, MD 21401 Dear Mr. Wright:Pharmathene, Inc • March 27th, 2009 • Pharmaceutical preparations • New York
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 Company’s common stock, par value $0.0001 per share (the “Common Stock”) and warrants (the “Warrants”) to purchase shares of the Company’s 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
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 27th, 2009 • Pharmathene, Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 23, 2009, between Pharmathene, Inc., 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”).
Pharmathene One Park Place, Suite 450 Annapolis, Md. 21401 Attention: David P. Wright, President & CEO Dear David:Letter Agreement • March 27th, 2009 • Pharmathene, Inc • Pharmaceutical preparations • New York
This letter agreement (this “Agreement”) confirms our understanding that PharmAthene, Inc. (the “Company”), has retained Caris & Co. (the “Placement Agent”) to act as the Company’s agent, on a non-exclusive basis (to serve as a co-manager with Rodman & Renshaw, LLC (“Rodman”) as lead manager) in connection with the proposed public placement (the “Transaction”) of registered securities (the “Securities”) of the Company, consisting of shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The terms of such Transaction 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 the Placement Agent 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 Transaction. The Placement Agent’s engagement hereunder will be
