Exhibit 10.2


 


FORM OF PHARMATHENE LOCK-UP AGREEMENT


 


This
LOCK-UP AGREEMENT (this “Agreement”), dated as of January 18, 2017, is being executed and delivered
as of January 18, 2017, by name of stockholder (“Stockholder”)
in favor of and for the benefit of PharmAthene, Inc. (“Parent”).


 


RECITALS


 


A.           Stockholder
is director or officer of Parent or is a stockholder of Parent and an Affiliate of Stockholder.


 


B.           Parent,
Altimmune, Inc. (the “Company”), Mustang Merger Sub Corp I Inc., a Delaware corporation and
direct, wholly owned subsidiary of Parent (“Merger Sub Corp”), Mustang Merger Sub II LLC, a
Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub LLC”
and together with Merger Sub Corp, “Merger Sub”), and Shareholder Representative Services LLC,
solely in its capacity as the representative of the stockholders of the Company, have entered into that certain Agreement and
Plan of Merger and Reorganization (as amended from time to time, the “Merger Agreement”), dated as
of January 18, 2017, pursuant to which Merger Sub Corp will merge with and into the Company
(“Merger 1”), and immediately thereafter, the Company will merge with and into Merger Sub LLC,
with Merger Sub LLC as the surviving entity in such merger (“Merger 2” and together with Merger 1,
the “Mergers”), and Merger Sub LLC will continue as a direct wholly owned subsidiary of
Parent.


 


Stockholder, intending
to be legally bound, agrees as follows:


 


1.          Defined
Terms. Each capitalized term used in this Agreement but not otherwise defined herein shall have the meaning ascribed thereto
in the Merger Agreement.


 


2.          Representations
and Warranties of Stockholder. Stockholder represents and warrants to Parent as of the date hereof as follows:


 


(a)          Stockholder
is the holder and “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended)
of the number of outstanding shares of common stock of Parent (the “Parent Shares”) set forth beneath Stockholder’s
signature on the signature page hereof, and Stockholder has good and valid title to the Parent Shares, free and clear of any liens,
pledges, security interests, adverse claims, equities, options, proxies, charges, encumbrances or restrictions of any nature, other
than as otherwise restricted under the Securities Act of 1933, as amended (the “Securities Act”) and
other applicable securities laws and regulations.


 


(b)          Stockholder
has the sole right to vote and to dispose of the Parent Shares.


 


(c)          Stockholder
has read this Agreement and, to the extent Stockholder felt necessary, has discussed with counsel the limitations imposed on Stockholder’s
ability to sell, transfer or otherwise dispose of the Parent Shares after the Merger. Stockholder fully understands the limitations
this Agreement places upon Stockholder’s ability to sell, transfer or otherwise dispose of the Parent Shares after the Merger.


 




     


     


    

 


3.          Lock-Up.


 


(a)          Stockholder
will not, during the period commencing on the date of the Effective Time of Merger 1 and, subject to the terms set forth herein,
ending 180 days after the Effective Time of Merger 1 (the “Lock-up Period”), (1) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Parent Shares, or (2) enter into any
swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the
Parent Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of the Parent Shares,
in cash or otherwise.


 


(b)          Notwithstanding
the foregoing, Stockholder may transfer Parent Shares (i) to Affiliates (including, for the avoidance of doubt, if Stockholder
is a corporation, partnership, limited liability company, investment fund, trust or other business entity, such investment funds
or other business entities controlled or managed by, or that controls or manages, or under common management with, the Stockholder)
or charitable organizations; (ii) if Stockholder is an individual, to any member of Stockholder’s immediate family, or to
a trust for the benefit of Stockholder or any member of Stockholder’s immediate family for estate planning purposes or for
the purposes of personal tax planning, or upon the death of Stockholder, by will or intestacy; (iii) if Stockholder is a corporation,
partnership, limited liability company, investment fund or other business entity, as part of a disposition, transfer or distribution
by the Stockholder to its equity holders; (iv) if the Stockholder is a trust, to a trustor or beneficiary of the trust; or (v)
to a nominee or custodian of a Person or entity to whom a disposition or transfer would be permissible under this clause (b); provided,
however, that any such transfer shall be permitted under this clause (b) only if, as a precondition to such transfer, such donee,
transferee or distributee agrees in writing to be bound by all of the terms of this Agreement.


 


(c)          For
the avoidance of doubt, the restrictions in this Agreement shall apply only to the Parent Shares owned by the Stockholder as of
the Effective Time of Merger 1 and Parent Shares issued upon the exercise of options outstanding as of the Effective Time of Merger 1
and no other security of Parent or any Affiliate thereof.


 


4.          Stop
Transfer Instructions. Stockholder acknowledges and agrees that stop transfer instructions will be given to Parent’s
transfer agent with respect to the Parent Shares until the expiration of the Lock-Up Period.


 


5.          Independence
of Obligations. The covenants and obligations of Stockholder set forth in this Agreement shall be construed as independent
of any other agreement or arrangement between Stockholder, on the one hand, and Parent, on the other hand. The existence of any
claim or cause of action by Stockholder against Parent shall not constitute a defense to the enforcement of any of such covenants
or obligations against Stockholder.


 




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6.         Specific
Performance. Stockholder acknowledges that Parent could be damaged irreparably if any of the provisions of this Agreement
are not performed in accordance with their specific terms and that any breach of this Agreement by Stockholder could not be
adequately compensated by monetary damages. Accordingly, Stockholder agrees that, (a) it will waive, in any action for
specific performance, the defense of adequacy of a remedy at law, and (b) in addition to any other right or remedy to which
Parent may be entitled, at law or in equity, Parent will be entitled to seek to enforce any provision of this Agreement by a
decree of specific performance and to seek temporary, preliminary and permanent injunctive relief to prevent breaches or
threatened breaches of any of the provisions of this Agreement, without posting any bond or other undertaking.


 


7.          Notices.
All notices and other communications hereunder shall be in writing (including email or similar writing) and must be given:


 


(a)          If
to Parent, to:


 


PharmAthene, Inc.


One Park Place, Suite 450


Annapolis, Maryland 21401


		Attention:	John Gill



		Email:	john.gill@pharmathene.com



 


with a copy (which will not constitute
notice) to:


 


Dentons US LLP

1221 Avenue of the Americas

New York, NY 10020


		Attention:	Jeffrey Baumel



Ilan Katz


		Email:	jeffrey.baumel@dentons.com



ilan.katz@dentons.com


 


and with a copy (which will not constitute
notice), following the Closing, to:


 


Proskauer Rose LLP


One International Place


Boston, MA 02110


		Attention:	Ori Solomon



		Email:	osolomon@proskauer.com



 


(b)          If
to Stockholder, to


 


[__________]


[__________]


Attention:


Email:


 


or such other physical address or email address
as a party may hereafter specify for the purpose by notice to the other parties hereto. Each notice, consent, waiver or other communication
under this Agreement will be effective only (i) if given by email, when the email is transmitted to the email address specified
in this Section 7 or (ii) if given by overnight courier or personal delivery when delivered at the physical address specified in
this Section 7.


 




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8.          Severability.
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without affecting the validity or enforceability of the remaining provisions
hereof. Any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision
in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision will be interpreted
to be only so broad as is enforceable.


 


9.          Governing
Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto will
be governed by, construed under and enforced in accordance with the laws of the State of Delaware, without giving effect to principles
of conflict or choice of laws which would result in the application of the laws of any other jurisdiction.


 


10.         Consent
to Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of
or in connection with, this Agreement or the transactions contemplated hereby or thereby will be brought exclusively in the United
States District Court for the District of Delaware or in the Court of Chancery of the State of Delaware, and each of the parties
hereto hereby consents to the exclusive jurisdiction of those courts (and of the appropriate appellate courts therefrom) in any
suit, action or proceeding and irrevocably waives, to the fullest extent permitted by applicable Law, any objection which it may
now or hereafter have to the laying of the venue of any suit, action or proceeding in any of those courts or that any suit, action
or proceeding which is brought in any of those courts has been brought in an inconvenient forum. Process in any suit, action or
proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any of the named courts.
Without limiting the foregoing, each party agrees that service of process on it by notice as provided in Section 7 will be deemed
effective service of process. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL
RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.


 


11.         Waiver.
The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither any failure nor any delay
by a party in exercising any right, power or privilege under this Agreement or any of the documents referred to in this Agreement
will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege
will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege.
To the maximum extent permitted by applicable Law, (a) no claim or right arising out of this Agreement or any of the documents
referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or
right unless in a written document signed by the other party, (b) no waiver that may be given by a party will be applicable except
in the specific instance for which it is given, and (c) no notice to or demand on one party will be deemed to be a waiver of any
obligation of that party or of the right of the party giving such notice or demand to take further action without notice or demand
as provided in this Agreement or the documents referred to in this Agreement.


 




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12.         Effectiveness;
Termination. This Agreement shall only be effective upon the Effective Time of Merger 1 and shall automatically terminate in
the event of the termination of the Merger Agreement for any reason.


 


13.         Further
Assurances. Stockholder shall execute and/or cause to be delivered to Parent such instruments and other documents and shall
take such other actions as Parent may reasonably request for the purpose of carrying out the transactions contemplated by this
Agreement.


 


14.         Entire
Agreement and Modification. This Agreement, the Merger Agreement and any other documents delivered by the parties in connection
herewith constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements
and understandings, both written and oral, between the parties with respect to its subject matter and constitute (along with the
documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties
with respect to its subject matter. This Agreement may not be amended, supplemented or otherwise modified except by a written document
executed by the party against whose interest the modification will operate. The parties will not enter into any other agreement
inconsistent with the terms and conditions of this Agreement and the Merger Agreement, or that addresses any of the subject matters
addressed in this Agreement and the Merger Agreement.


 


15.         Non-Exclusivity.
The rights and remedies of Parent hereunder are not exclusive of or limited by any other rights or remedies which Parent may have,
whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative).


 


16.         Expenses.
Except as otherwise provided in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions
contemplated hereby will be paid by the party incurring such expenses.


 


17.         Assignment.
This Agreement and all obligations of Stockholder hereunder are personal to Stockholder and may not be transferred or
delegated by Stockholder at any time, except in accordance with Section 2(b) of this Agreement. Parent may freely
assign any or all of its rights under this Agreement, in whole or in part, to any successor entity without obtaining the
consent or approval of Stockholder.


 


18.         Binding
Nature. Subject to Section 17, this Agreement will inure to the benefit of Parent and its successors and assigns and
will be binding upon Stockholder and Stockholder’s representatives, executors, administrators, estate, heirs, successors
and assigns.


 


19.         Survival.
Each of the representations, warranties, covenants and obligations contained in this Agreement shall survive the consummation of
the Mergers.


 


20.         Counterparts.
This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original, but all of which,
taken together, will constitute one and the same instrument. An electronic copy of a party’s signature (including signatures
in Adobe PDF or similar format) shall be deemed an original signature for purposes hereof.


 




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21.         Headings;
Construction. The headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning
or interpretation of this Agreement. In this Agreement (a) words denoting the singular include the plural and vice versa,
(b) ”it” or “its” or words denoting any gender include all genders and (c) the word “including”
means “including without limitation,” whether or not expressed.


 


(Signature page follows)


 




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IN WITNESS WHEREOF, the parties hereto have
caused this Lock-Up Agreement to be duly executed as of the day and year first above written.


 





	 	THE COMPANY
	 	 
	 	PHARMATHENE, INC.
	 	 	 	 
	 	By:		 
	 	 	Name:	 
	 	 	Title:	 
	 	 
	 	STOCKHOLDER:
	 	 
	 	[____________________]
	 	 	 
	 	PARENT SHARES: