Execution Version


 


 


FORM OF WARRANT


 


NEITHER THIS WARRANT NOR THE SECURITIES
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUBJECT TO SECTION 6
BELOW, AND EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT, NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR HOLDER, SATISFACTORY TO COMPANY, THAT SUCH REGISTRATION IS
NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.


 


WARRANT TO PURCHASE
46,584 SHARES OF COMMON STOCK


 


March 30, 2012


 


THIS CERTIFIES THAT,
for value received, GE Capital Equity Investments, Inc. (“Holder”) is entitled to subscribe for and purchase FORTY-SIX
THOUSAND FIVE HUNDRED EIGHTY-FOUR (46,584) shares of fully paid and nonassessable shares of Common Stock of PharmAthene, Inc.,
a Delaware corporation (“Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon
the terms and conditions hereinafter set forth. As used herein, the term “Common Stock” shall mean Company’s
presently authorized common stock, $0.0001 par value per share, and any stock into which such Common Stock may hereafter be converted
or exchanged and the term “Warrant Shares” shall mean the shares of Common Stock which Holder may acquire pursuant
to this Warrant and any other shares of stock into which such shares of Common Stock may hereafter be converted or exchanged.


 


1.              Warrant
Price. The “Warrant Price” shall initially be One and 61/100 dollars ($1.61) per share, subject to adjustment
as provided in Section 7 below. 


 


2.              Conditions to Exercise. The purchase right represented by this Warrant may be exercised at any time, or from time
to time, in whole or in part during the term commencing on the date hereof and ending at 5:00 P.M. Pacific time on the tenth
anniversary of the date of this Warrant (the “Expiration Date”).


 


3.              Method
of Exercise or Conversion; Payment; Issuance of Shares; Issuance of New Warrant.


 


(a)                
Cash Exercise. Subject to Section 2 hereof, the purchase right represented by this Warrant may be exercised
by Holder hereof, in whole or in part, by the surrender of the original of this Warrant (together with a duly executed Notice of
Exercise in substantially the form attached hereto) at the principal office of Company (as set forth in Section 17 below)
and by payment to Company, by certified or bank check, or wire transfer of immediately available funds, of an amount equal to the
then applicable Warrant Price per share multiplied by the number of Warrant Shares then being purchased. In the event of any exercise
of the rights represented by this Warrant, certificates for the shares of stock so purchased shall be in the name of, and delivered
to, Holder hereof, or as such Holder may direct (subject to the terms of transfer contained herein and upon payment by such Holder
hereof of any applicable transfer taxes). Such delivery shall be made within 30 days after exercise of this Warrant and at
Company’s expense and, unless this Warrant has been fully exercised or expired, a new Warrant having terms and conditions
substantially identical to this Warrant and representing the portion of the Warrant Shares, if any, with respect to which this
Warrant shall not have been exercised, shall also be issued to Holder hereof within 30 days after exercise of this Warrant.


 






    	 



    	 



    
  


(b)             Conversion.
In lieu of exercising this Warrant as specified in Section 3(a), Holder may from time to time convert this Warrant, in whole or
in part, into Warrant Shares by surrender of the original of this Warrant (together with a duly executed Notice of Exercise in
substantially the form attached hereto) at the principal office of Company, in which event Company shall issue to Holder the number
of Warrant Shares computed using the following formula:


 


X = Y (A-B)


A


 


Where:


 


X = the number of Warrant Shares
to be issued to Holder.


 


Y = the number of Warrant Shares
requested to be purchased under this Warrant (at the date of such calculation).


 


A = the Fair Market Value of one
share of Company’s Common Stock (at the date of such calculation).


B = Warrant Price (as adjusted
to the date of such calculation).


 


(c)            Fair Market Value. For purposes of this Section 3, Fair Market Value of one share of Company’s Common
Stock shall mean:


 


(i)                  
The average of the closing bid and asked prices of Common Stock quoted in the Over-The-Counter Market Summary, the last
reported sale price quoted on the Nasdaq Stock Market or on any other exchange on which the Common Stock is listed, whichever is
applicable, as published in the Western Edition of the Wall Street Journal for the three (3) trading days prior
to the date of determination of Fair Market Value; or


 


(ii)                
In the event of an exercise in connection with a merger, acquisition or other consolidation in which Company is not the
surviving entity, the per share Fair Market Value for the Common Stock shall be the value to be received per share of Common Stock
by all holders of the Common Stock in such transaction as determined in the reasonable good faith judgment of Company’s Board
of Directors; or


 


(iii)               
In any other instance, the per share Fair Market Value for the Common Stock shall be as determined in the reasonable good
faith judgment of Company’s Board of Directors.


 


In the event of 3(c)(ii) or 3(c)(iii),
above, Company’s Board of Directors shall prepare a certificate, to be signed by an authorized officer of Company, setting
forth in reasonable detail the basis for and method of determination of the per share Fair Market Value of the Common Stock. The
Board of Directors will also certify to Holder that this per share Fair Market Value will be applicable to all holders of Company’s
Common Stock. Such certification must be made to Holder at least thirty (30) business days prior to the proposed effective
date of the merger, consolidation, sale, or other triggering event as defined in 3(c)(ii) or 3(c)(iii).


 


(d)           Automatic
Exercise. To the extent this Warrant is not previously exercised, it shall be deemed to have been automatically converted
in accordance with Sections 3(b) and 3(c) hereof (even if not surrendered) as of immediately before its expiration,
involuntary termination or cancellation (including pursuant to Section 3(e)(ii)) if the then-Fair Market Value of a Warrant Share
exceeds the then-Warrant Price, unless Holder notifies Company in writing to the contrary prior to such automatic exercise.


 






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		(e)	Treatment of Warrant Upon Acquisition of Company.



 


(i)                  
Certain Definitions. For the purpose of this Warrant: “Acquisition” means any sale, license, assignment,
or other disposition of all or substantially all of the assets of Company, or any reorganization, consolidation, or merger of Company,
or sale of outstanding Company securities by holders thereof to a single purchaser or group (as defined in Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended), where the holders of Company's securities as of immediately before the transaction
beneficially own less than a majority of the outstanding voting securities of the successor or surviving entity as of immediately
after the transaction. For purposes of this Section 3(e), “Affiliate” shall mean any person or entity that owns or
controls directly or indirectly ten percent (10%) or more of the voting capital stock of Company, any person or entity that controls
or is controlled by or is under common control with such persons or entities, and each of such person’s or entity’s
officers, directors, joint venturers or partners, as applicable. Company shall provide Holder with written notice of any proposed
Acquisition not later than ten (10) business days prior to the closing thereof setting forth the material terms and conditions
thereof, and shall provide Holder with copies of the draft transaction agreements and other documents in connection therewith and
with such other information respecting such proposed Acquisition as may reasonably be requested by Holder.


 


(ii)                
Acquisition for Cash. Holder agrees that, in the event of an Acquisition in which the sole consideration is cash,
this Warrant shall be automatically exercised (or terminate) as provided in Section 3(d) on and as of the closing of such Acquisition
to the extent not previously exercised.


 


(iii)               
Asset Sale. In the event of an Acquisition that is an arms length sale of all or substantially all of Company’s
assets (and only its assets) to a third party that is not an Affiliate of Company (a “True Asset Sale”), Holder may
either (a) exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately
prior to the consummation of such Acquisition, or (b) permit the Warrant to continue until the Expiration Date if Company
continues as a going concern following the closing of any such True Asset Sale.


 


(iv)              
Assumption of Warrant. Upon the closing of any Acquisition other than as particularly described in Section 3(e)(ii)
or 3(e)(iii)(a) above, Company shall, unless Holder requests otherwise, cause the surviving or successor entity to assume this
Warrant and the obligations of Company hereunder, and this Warrant shall, from and after such closing, be exercisable for the same
class, number and kind of securities, cash and other property as would have been received in respect of the shares issuable (as
of immediately prior to such closing) upon exercise in full hereof as if such shares had been issued and outstanding on and as
of such closing, at an aggregate Warrant Price equal to the aggregate Warrant Price in effect as of immediately prior to such closing
(and subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant).


 






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		4.	Representations and Warranties of Holder and Company.



 


(a)            Representations
and Warranties by Holder. Holder represents and warrants to Company with respect to this purchase as follows:


 


(i)                  
Evaluation. Holder has substantial experience in evaluating and investing in private placement transactions of securities
of companies similar to Company so that Holder is capable of evaluating the merits and risks of its investment in Company and has
the capacity to protect its interests.


 


(ii)                
Resale. Except for transfers to an affiliate of Holder, Holder is acquiring this Warrant and the Warrant Shares issuable
upon exercise of this Warrant (collectively the “Securities”) for investment for its own account and not with a view
to, or for resale in connection with, any distribution thereof. Holder understands that the Securities have not been registered
under the Securities Act of 1933, as amended (the “Act”) by reason of a specific exemption from the registration provisions
of the Act which depends upon, among other things, the bona fide nature of the investment intent as expressed herein.


 


(iii)               
Rule 144. Holder acknowledges that the Securities must be held indefinitely unless subsequently registered under
the Act or an exemption from such registration is available. Holder is aware of the provisions of Rule 144 promulgated under
the Act.


 


(iv)              
Accredited Investor. Holder is an “accredited investor” within the meaning of Regulation D promulgated
under the Act.


 


(v)                
Opportunity To Discuss. Holder has had an opportunity to discuss Company’s business, management and financial
affairs with its management and an opportunity to review Company’s facilities. Holder understands that such discussions,
as well as the written information issued by Company, were intended to describe the aspects of Company’s business and prospects
which Company believes to be material but were not necessarily a thorough or exhaustive description.


 


(b)            Representations
and Warranties by Company. Company hereby represents and warrants to Holder that the statements in the following paragraphs
of this Section 4(b) are true and correct (a) as of the date hereof and (b) except where any such representation and warranty
relates specifically to an earlier date, as of the date of any exercise of this Warrant.


 


(i)                  
Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good
standing in its jurisdiction of incorporation, (b) has the corporate power and authority to own and operate its properties and
to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all
jurisdictions where such qualification is required.


 


(ii)                
Corporate Power. Company has all requisite legal and corporate power and authority to execute, issue and deliver
this Warrant, to issue the Warrant Shares issuable upon exercise or conversion of this Warrant, and to carry out and perform its
obligations under this Warrant and any related agreements.


 


(iii)               
Authorization; Enforceability. All corporate action on the part of Company, its officers, directors and shareholders
necessary for the authorization, execution, delivery and performance of its obligations under this Warrant and for the authorization,
issuance and delivery of this Warrant and the Warrant Shares issuable upon exercise of this Warrant has been taken and this Warrant
constitutes the legally binding and valid obligation of Company enforceable in accordance with its terms.


 






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(iv)              
Valid Issuance of Warrant and Warrant Shares. This Warrant has been validly issued and is free of restrictions on
transfer other than restrictions on transfer set forth herein and under applicable state and federal securities laws. The Warrant
Shares issuable upon exercise or conversion of this Warrant, when issued, sold and delivered in accordance with the terms of this
Warrant for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, and will be free
of restrictions on transfer other than restrictions on transfer under this Warrant and under applicable state and federal securities
laws. Subject to applicable restrictions on transfer, the issuance and delivery of this Warrant and the Warrant Shares issuable
upon exercise or conversion of this Warrant are not subject to any preemptive or other similar rights or any liens or encumbrances
except as specifically set forth in Company’s Certificate of Incorporation (“Certificate of Incorporation”) or
this Warrant. The offer, sale and issuance of the Warrant Shares, as contemplated by this Warrant, are exempt from the prospectus
and registration requirements of applicable United States federal and state security laws, and neither Company nor any authorized
agent acting on its behalf has or will take any action hereafter that would cause the loss of such exemption.


 


(v)                
No Conflict. The execution, delivery, and performance of this Warrant will not result in (a) any violation of, be
in conflict with, or constitute a default under, with or without the passage of time or the giving of notice (1) any provision
of Company’s Certificate of Incorporation or by-laws; (2) any provision of any judgment, decree, or order to which Company
is a party, by which it is bound, or to which any of its material assets are subject; (3) any contract, obligation, or commitment
to which Company is a party or by which it is bound; or (4) any statute, rule, or governmental regulation applicable to Company,
or (b) the creation of any lien, charge or encumbrance upon any assets of Company.


 


(vi)              
Reports. Company has previously furnished or made available to Holder complete and accurate copies, as amended or
supplemented, of its (a) Annual Report on Form 10-K for the fiscal year ended December 31, 2011, as filed with the Securities and
Exchange Commission (the “SEC”), and (b) all other reports filed by Company under Section 13 or subsections (a) or
(c) of Section 14 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) with the SEC since December
31, 2011 (such reports are collectively referred to herein as the “Company Reports”). The Company Reports constitute
all of the documents required to be filed by Company under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act
with the SEC from December 31, 2011 through the date of this Warrant. The Company Reports complied in all material respects with
the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of their respective dates, the Company
Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.


 


		5.	Legends.



 


(a)            Legend.
Each certificate representing the Warrant Shares shall be endorsed with substantially the following legend:


 






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THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED (UNLESS SUCH TRANSFER IS TO AN AFFILIATE OF HOLDER) UNLESS
COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, A “NO ACTION” LETTER FROM THE SECURITIES AND EXCHANGE
COMMISSION WITH RESPECT TO SUCH TRANSFER, A TRANSFER MEETING THE REQUIREMENTS OF RULE 144 OF THE SECURITIES AND EXCHANGE COMMISSION,
OR (IF REASONABLY REQUIRED BY COMPANY) AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER IS
EXEMPT FROM SUCH REGISTRATION.


 


Company need not enter into its
stock records a transfer of Warrant Shares unless the conditions specified in the foregoing legend are satisfied. Company may also
instruct its transfer agent not to allow the transfer of any of the Warrant Shares unless the conditions specified in the foregoing
legend are satisfied.


 


(b)                
Removal of Legend and Transfer Restrictions. The legend relating to the Act endorsed on a certificate pursuant to
paragraph 5(a) of this Warrant shall be removed and Company shall issue a certificate without such legend to Holder if (i) the
Securities are registered under the Act and a prospectus meeting the requirements of Section 10 of the Act is available or
(ii) Holder provides to Company an opinion of counsel for Holder reasonably satisfactory to Company, a no-action letter or interpretive
opinion of the staff of the SEC reasonably satisfactory to Company, or other evidence reasonably satisfactory to Company, to the
effect that public sale, transfer or assignment of the Securities may be made without registration and without compliance with
any restriction such as Rule 144.


 


6.                 
 Transfers of Warrant. In connection with any transfer by Holder of this Warrant, Company may require the transferee
to provide Company with written representations and warranties that transferee is acquiring this Warrant and the shares of Common
Stock to be issued upon exercise for investment purposes only and not with a view to any sale or distribution, and may require
Holder to provide a legal opinion, in form and substance satisfactory to Company and its counsel, stating that such transfer is
exempt from the registration and prospectus delivery requirements of the Act; provided, that Company shall not require Holder
to provide an opinion of counsel if the transfer is to an affiliate of Holder. Following any transfer of this Warrant, at the request
of either Company or the transferee, the transferee shall surrender this Warrant to Company in exchange for a new warrant of like
tenor and date, executed by Company. Upon any partial transfer, Company will execute and deliver to Holder a new warrant of like
tenor with respect to the portion of this Warrant not so transferred. Subject to the foregoing, this Warrant is transferable on
the books of Company at its principal office by the registered Holder hereof upon surrender of this Warrant properly endorsed.
Holder shall not have any right to transfer any portion of this Warrant to any direct competitor of Company.


 


7.                 
Adjustment for Certain Events. The number and kind of securities purchasable upon the exercise of this Warrant and
the Warrant Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:


 


(a)                
Reclassification. In case of any reclassification or change of securities of the class issuable upon exercise of
this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result
of a subdivision or combination), Company shall duly execute and deliver to Holder a new Warrant (in form and substance satisfactory
to Holder of this Warrant), or Company shall make appropriate provision without the issuance of a new Warrant, so that Holder shall
have the right to receive, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of
this Warrant, and in lieu of the Warrant Shares theretofore issuable upon exercise or conversion of this Warrant, the kind and
amount of shares of stock, other securities, money and property receivable upon such reclassification or change by a holder of
the number of shares of Common Stock then purchasable under this Warrant. Any new Warrant shall provide for adjustments that shall
be as nearly equivalent as may be practicable to the adjustments provided for in this Section 7. The provisions of this subparagraph
(a) shall similarly apply to successive reclassifications and changes.


 






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(b)                
Subdivision or Combination of Shares. If Company at any time while this Warrant remains outstanding and unexpired
shall subdivide or combine its outstanding shares of Common Stock, the Warrant Price shall be proportionately decreased and the
number of Warrant Shares issuable hereunder shall be proportionately increased in the case of a subdivision and the Warrant Price
shall be proportionately increased and the number of Warrant Shares issuable hereunder shall be proportionately decreased in the
case of a combination.


 


(c)                
Stock Dividends and Other Distributions. If Company at any time while this Warrant is outstanding and unexpired shall
(i) pay a dividend with respect to Common Stock payable in Common Stock, then the Warrant Price shall be adjusted, from and
after the date of determination of shareholders entitled to receive such dividend or distribution, to that price determined by
multiplying the Warrant Price in effect immediately prior to such date of determination by a fraction (A) the numerator of
which shall be the total number of shares of Common Stock outstanding immediately prior to such dividend or distribution, and (B) the
denominator of which shall be the total number of shares of Common Stock outstanding immediately after such dividend or distribution;
or (ii) make any other distribution with respect to Common Stock (except any distribution specifically provided for in Sections 7(a)
and 7(b)), then, in each such case, provision shall be made by Company such that Holder shall receive upon exercise of this Warrant
a proportionate share of any such dividend or distribution as though it were Holder of the Warrant Shares as of the record date
fixed for the determination of the shareholders of Company entitled to receive such dividend or distribution.


 


(d)                
Adjustment of Number of Shares. Upon each adjustment in the Warrant Price, the number of Warrant Shares purchasable
hereunder shall be adjusted, to the nearest whole share, to the product obtained by multiplying the number of Warrant Shares purchasable
immediately prior to such adjustment in the Warrant Price by a fraction, the numerator of which shall be the Warrant Price immediately
prior to such adjustment and the denominator of which shall be the Warrant Price immediately thereafter.


 


8.                 
Notice of Adjustments; Redemption. Whenever any Warrant Price or the kind or number of securities issuable under
this Warrant shall be adjusted pursuant to Section 7 hereof, Company shall prepare a certificate signed by an officer of Company
setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such
adjustment was calculated, and the Warrant Price and number or kind of shares issuable upon exercise of this Warrant after giving
effect to such adjustment, and shall cause copies of such certificate to be mailed (by certified or registered mail, return receipt
required, postage prepaid) within thirty (30) days of such adjustment to Holder as set forth in Section 17 hereof.


 


9.                 
Financial and Other Reports. If at any time Company ceases to be a Reporting Company under the Securities and Exchange
Act of 1934, then from time to time up to the earlier of the Expiration Date or the complete exercise of this Warrant, Company
shall furnish to Holder, if Company is a private company, (a) unaudited consolidated and, if available, consolidating balance sheets,
statements of operations and cash flow statements within 30 days of each month end, in a form acceptable to Holder and certified
by Company’s president or chief financial officer, and (b) Company’s complete annual audited consolidated and, if available,
consolidating balance sheets, statements of operations and cash flow statements certified by an independent certified public accountant
selected by Company and satisfactory to Holder within 120 days of the fiscal year end or, if sooner, at such time as Company’s
Board of Directors receives the audit. Within 30 days of the end of each calendar quarter, if the Company is a private company,
Company shall also deliver to Holder an updated capitalization table of Company in the form and substance reasonably acceptable
to Holder. If Company is a publicly held company, it shall deliver to Holder quarterly unaudited consolidated and, if available,
consolidating balance sheets, statements of operations and cash flow statements and annual audited consolidated and, if available,
consolidating balance sheets, statements of operations and cash flow statements, certified by a recognized firm of certified public
accountants, within 5 days after the statements are required to be provided to the SEC. All such statements are to be prepared
using GAAP and, if Company is a publicly held company, are to be in compliance with SEC requirements.


 






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10.             
No Fractional Shares. No fractional share of Common Stock will be issued in connection with any exercise or conversion
hereunder, but in lieu of such fractional share Company shall make a cash payment therefor upon the basis of the Warrant Price
then in effect.


 


11.             
Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise or conversion
of this Warrant shall be made without charge to Holder for any United States or state of the United States documentary stamp tax
or other incidental expense with respect to the issuance of such certificate, all of which taxes and expenses shall be paid by
Company, and such certificates shall be issued in the name of Holder.


 


12.             
No Shareholder Rights Until Exercise. Except as expressly provided herein, this Warrant does not entitle Holder to
any voting rights or other rights as a shareholder of Company prior to the exercise hereof.


 


13.             
Registry of Warrant. Company shall maintain a registry showing the name and address of the registered Holder of this
Warrant. This Warrant may be surrendered for exchange or exercise, in accordance with its terms, at such office or agency of Company,
and Company and Holder shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.


 


14.             
Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by Company of evidence reasonably satisfactory to
it of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft, or destruction, of indemnity
reasonably satisfactory to it, and, if mutilated, upon surrender and cancellation of this Warrant, Company will execute and deliver
a new Warrant, having terms and conditions substantially identical to this Warrant, in lieu hereof.


 


15.             
Miscellaneous.


 


(a)                
Issue Date. The provisions of this Warrant shall be construed and shall be given effect in all respect as if it had
been issued and delivered by Company on the date hereof.


 


(b)                
Successors. This Warrant shall be binding upon any successors or assigns of Company.


 


(c)                
Headings. The headings used in this Warrant are used for convenience only and are not to be considered in construing
or interpreting this Warrant.


 


(d)                
Saturdays, Sundays, Holidays. If the last or appointed day for the taking of any action or the expiration of any
right required or granted herein shall be a Saturday or a Sunday or shall be a legal holiday in the State of New York, then such
action may be taken or such right may be exercised on the next succeeding day not a legal holiday.


 






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16.             
No Impairment. Company will not, by amendment of its Certificate of Incorporation or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist
in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect
the rights of Holder hereof against impairment.


 


17.             
Addresses. Any notice required or permitted hereunder shall be in writing and shall be mailed by overnight courier,
registered or certified mail, return receipt requested, and postage prepaid, or otherwise delivered by hand or by messenger, addressed
as set forth below, or at such other address as Company or Holder hereof shall have furnished to the other party in accordance
with the delivery instructions set forth in this Section 17.


 





	 	If to Company:	PharmAthene, Inc.
	 	 	One Park Place, Suite 450
	 	 	Annapolis, MD  21401
	 	 	Attn: General Counsel
	 	 	 
	 	If to Holder:	GE Capital Equity Investments, Inc.
	 	 	c/o GE Healthcare Financial Services, Inc.
	 	 	Two Bethesda Metro Center, Suite 600
	 	 	Bethesda, Maryland 20814
	 	 	Attn: Senior Vice President of Risk – Life Science Finance
	 	 	 
	 	With copies to:	GE Healthcare Financial Services, Inc.
	 	 	Two Bethesda Metro Center, Suite 600
	 	 	Bethesda, Maryland 20814
	 	 	Attn: General Counsel
	 	 	 
	 	 	and
	 	 	 
	 	 	GE Equity
	 	 	201 Merritt 7
	 	 	Norwalk, Connecticut  06851
	 	 	Attn: Team Leader – HFS/PharmAthene, Inc.







   


If mailed by registered or certified
mail, return receipt requested, and postage prepaid, notice shall be deemed to be given five (5) days after being sent, and if
sent by overnight courier, by hand or by messenger, notice shall be deemed to be given when delivered (if on a business day, and
if not, on the next business day).


 


18.             
WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS WARRANT OR THE WARRANT SHARES.


 






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19.             
GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
(WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES OF SUCH STATE).


 


[Remainder of page intentionally left blank]


 


 


 


 


 


 


 


 


 






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IN WITNESS WHEREOF,
Company has caused this Warrant to be executed by its officer thereunto duly authorized.


 


 


 


PHARMATHENE, INC.


 





	By:	 
		Name: 	 
		Title: 	 


 


  


Dated as of: March ___, 2012


 






    	 



    	 



    
  


NOTICE OF EXERCISE


 


To:

PharmAthene, Inc.


[____________]

[____________]


Attn: [____________]


 


		1.	The undersigned Warrantholder (“Holder”) elects to acquire shares of the Common Stock
(the “Common Stock”) of PharmAthene, Inc. (the “Company”), pursuant to the terms of the Stock Purchase
Warrant dated March 30, 2012 (the “Warrant”).



 


		2.	Holder exercises its rights under the Warrant as set forth below:



 


		( )	Holder elects to purchase _____________ shares of Common
Stock as provided in Section 3(a) and tenders herewith a check in the amount of $___________ as payment of the purchase price.



 


		( )	Holder elects to convert the purchase rights into shares
of Common Stock as provided in Section 3(b) of the Warrant.



   


		3.	Holder surrenders the Warrant with this Notice of Exercise.



 


Holder represents that it is acquiring
the aforesaid shares of Common Stock for investment and not with a view to or for resale in connection with distribution, and it
has no present intention of distributing or reselling the shares.


 


Please issue a certificate representing
the shares of the Common Stock in the name of Holder or in such other name as is specified below:


 


Name: ______________________________


 


Address:______________________________


 


Taxpayer I.D.:______________________________


 





	 	[NAME OF HOLDER] 
	 	 	 
	 	By:	 
	 		Name: 	 
	 		Title: 	 
	 	 	 	 
	 	 	Date: _______ ___, 20___