First Amendment to Note and Warrant Purchase Agreement



 Exhibit 10.17(c) 
 FIRST AMENDMENT 
 TO 
 NOTE AND WARRANT PURCHASE AGREEMENT 
 AND CONVERTIBLE PROMISSORY NOTE

 This FIRST AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTE (this “Amendment”) is made and
entered into effective as of June 27, 2008 by and between HELIX BIOMEDIX, INC., a Delaware corporation (the “Company”), and RBFSC, Inc. (“RBFSC”). 
 RECITALS 
 WHEREAS, the Company and RBFSC entered into a Convertible Note and Warrant Purchase Agreement
dated February 14, 2008 (the “Agreement”), pursuant to which the Company (i) issued to RBFSC a convertible promissory note (the “Note”) and (ii) is obligated to issue to RBFSC a warrant in substantially the form
attached to the Agreement as Exhibit B on the terms and conditions set forth in the Agreement (the “Warrant”); and 
 WHEREAS, the Company and RBFSC wish to amend the Agreement and the Note as provided herein. 
 AGREEMENT 
 NOW, THEREFORE, in consideration of the premises, the mutual covenants of the parties hereinafter set forth and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 1. The Maturity Date of the Note (as
defined in the Note) shall be July 1, 2011. 
 2. Section 5 of the Note is hereby amended and restated in its entirety as follows:

 “5. Conversion. 
 (a) Automatic Conversion upon Financing. Upon the closing (or first in a series of closings) of the next equity financing in which Company sells shares of its equity securities (the “Equity
Securities”) for an aggregate consideration of at least $7,500,000 (excluding the aggregate principal and accrued interest due on this Note) (the “Equity Financing”), the principal and accrued interest due on this Note
shall automatically be converted into shares of the Equity Securities as set forth in Section 5(d) below. The conversion shall be deemed to have occurred as of the date of such closing or the date of the first closing in a series of closings.
As a condition precedent (which may be waived by the Company) to conversion of this Note as provided for in this Section 5(a), the Holder will be required to execute the definitive Stock Purchase Agreement and such other agreements prepared in
connection with the Equity Financing. The number of shares of Equity Securities into which this Note shall be automatically converted shall be determined by dividing the principal and accrued interest due on this Note as of the date of conversion by
an amount equal to the lesser of (i) the per share price of the Equity Securities issued and sold in the Equity Financing and (ii) $1.00. 
 (b) Automatic Conversion upon Financing. Upon the closing of a sale of substantially all of the Company’s assets or a merger or consolidation of the Company in which the Company’s stockholders will
hold, in the aggregate, less than 50% of the voting power of the combined entity (a “Change of Control”), the principal and accrued interest due on this Note shall automatically be converted into shares of the Company’s Common
Stock as set forth in Section 5(d) below. The conversion shall be deemed to have occurred as of the date of such closing. The number of shares of Common Stock into which this Note shall be automatically converted shall be determined by dividing
the principal and accrued interest due on this Note as of the date of conversion by an amount equal to the lesser of (i) the per share price attributed to the Company’s Common Stock in connection with such transaction and (ii) $1.00.








 (c) Voluntary Conversion at Maturity Date. At and as of the Maturity Date, to the
extent this Note is still outstanding and has not otherwise been converted or repaid in full, the Holder will have the option, in its sole discretion, to convert this Note into shares of the Company’s Common Stock. The number of shares of
Common Stock into which this Note may be voluntarily converted shall be determined by dividing the principal and accrued interest due on this Note as of the date of conversion by $1.00. 
 (d) Issuance of Securities on Conversion. As soon as practicable after conversion of this Note, the Company, at its expense, will
cause to be issued in the name of and delivered to the Holder a certificate or certificates representing the number of fully paid and nonassessable shares of the Equity Securities or Common Stock (as applicable) to which Holder shall be entitled
upon such conversion. No fractional shares will be issued upon conversion of this Note. 
 (e) Termination of Rights.
All rights with respect to this Note shall terminate upon conversion hereof in accordance with this Section 5, whether or not this Note has been surrendered. Notwithstanding the foregoing, the Holder agrees to surrender this Note to Company for
cancellation as soon as is practicable following conversion of this Note.” 
 3. The form of Warrant attached to the Agreement as
Exhibit B is hereby amended and restated in its entirety in the form attached to this Amendment (the “Restated Warrant”). 
 4. Upon the execution of this Amendment by both parties, the Company shall promptly issue to RBFSC the Restated Warrant. 
 5. The
parties hereto hereby acknowledge the continuing effect of the Agreement and the Note except as specifically modified by this Amendment. 
 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. 
  

									
	HELIX BIOMEDIX, INC.	 		 	RBFSC:
					
	By:	 	/s/ R. Stephen Beatty	 		 	By:	 	/s/ Frank T. Nickell
					
	Its:	 	President and CEO	 		 	Its:	 	President








 RESTATED WARRANT 
 (see attached) 







 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER
SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS (i) SOLD PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS AND (ii) AT THE OPTION OF THE COMPANY, AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED HAS BEEN DELIVERED TO THE COMPANY. 
  

			
	Holder(s): RBFSC, Inc.	 	Warrant Number:
		 	No. of Shares For Which this Warrant is Initially Exercisable: 750,000
	Issue Date: June 27, 2008	 	Termination Date: July 1, 2013

 WARRANT FOR THE 
 PURCHASE OF SHARES OF COMMON STOCK 
 OF 
 HELIX BIOMEDIX, INC. 
 THIS CERTIFIES THAT, for valuable consideration, the
undersigned, together with his successors and permitted assigns (the “Holder”) is entitled to purchase, subject to the terms set forth below, up to 750,000 shares of duly authorized, validly issued, fully paid and nonassessable shares of
common stock, $0.001 par value per share (the “Common Stock”), of Helix BioMedix, Inc., a Delaware corporation (the “Company”). 
 1. Exercise of Warrant. The terms and conditions upon which this Warrant may be exercised, and the Common Stock covered hereby (the “Warrant Stock”) may be purchased, are as follows: 
 (a) Term. Subject to the terms hereof, the purchase right represented by this Warrant may be exercised in whole or in part, but not
as to a fractional share of Warrant Stock, at any time and from time to time until July 1, 2013. 
 (b) Number of
Shares. The number of shares of Common Stock for which this Warrant is initially exercisable is the amount set forth above the Holder’s signature and on page one of this Warrant, which number is subject to adjustment pursuant to
Section 2 of this Warrant. 
 (c) Purchase Price. The per share purchase price for the shares of Common Stock to
be issued upon exercise of this Warrant shall be equal to $1.00 per share (the “Warrant Price”). 
 (d) Method of
Exercise. The exercise of the purchase rights evidenced by this Warrant shall be effected by (a) the surrender of the Warrant, together with a duly executed copy of the form of a subscription attached hereto, to the Company at its principal
offices at 22118 20th Avenue SE, Suite 204, Bothell, WA 98021 (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) and (b) the
delivery of the purchase price in an amount equal to the number of shares for which the purchase rights hereunder are being exercised multiplied by the Warrant Price, which amount may be paid by cashier’s check payable to the Company’s
order or by wire transfer to the Company’s account. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business 








 
on the day on which this Warrant shall have been surrendered to the Company together with the purchase price as provided herein or at such later date as may
be specified in the executed form of subscription, and at such time the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such exercise as provided herein shall be deemed to
have become the holder or holders of record thereof. 
 (e) Exercise by Exchange. In addition to and without limiting
the rights of the Holder under the terms hereof, at the Holder’s option, and if approved by the Company, this Warrant may be exercised during the term specified under Section 1(a) by being exchanged in whole or in part prior to its
expiration for a number of shares of Common Stock having an aggregate fair market value on the date of such exercise equal to the difference between (x) the fair market value of the number of shares of Common Stock subject to this Warrant
designated by the Holder hereof on the date of the exercise and (y) the aggregate Warrant Price for such shares in effect at such times. The following formula illustrates how many shares would then be issued upon exercise pursuant to this
Section 1(e): 
  

									
	Let:	 	FMV	 	=	 	    Fair market value per share of Common Stock at date of exercise.
				
		 	WP	 	=	 	    Warrant Price at date of exercise.
				
		 	N	 	=	 	    Number of shares desired to be exercised.
				
		 	X	 	=	 	    Number of shares issued upon exercise.
				
	Therefore:	 	X	 	=	 	    (FMV)(N)-(WP)(N)
		 		 		 		 	       FMV


 Upon any such exercise, the number of shares of Common Stock purchasable upon
exercise of this Warrant shall be reduced by such designated number of shares of Common Stock and, if a balance of purchasable shares of Common Stock remains after such exercise, the Company shall execute and deliver to the Holder hereof a new
warrant for such balance of shares of Common Stock. 
 No payment to the Company of any cash or other consideration shall be
required from the Holder of this Warrant in connection with any exercise of this Warrant by exchange pursuant to this Section 1(e). Such exchange shall be effective upon the date of receipt by the Company of the original Warrant surrendered for
cancellation and a written request from the Holder hereof that the exchange pursuant to this section be made, or at such later date as may be specified in such request. 
 For the purposes of this Warrant, the “fair market value” of any number of shares of Common Stock shall mean: 
 (i) as long as the Common Stock is traded on the Over-The-Counter Bulletin Board or is traded on the American Stock Exchange (or equivalent recognized source of quotations), an amount equal to the average of the high
and low reported trading prices of one share of such securities for the three (3) trading days prior to the surrender of this Warrant for exchange in accordance with the terms hereof; or 
 (ii) in all other cases, the fair value as determined in good faith by the Board of Directors of the Company and reasonably agreed to by
the Holder. 







 (f) Issuance of Shares. As soon as reasonably practicable after each exercise of
this Warrant, in whole or in part, the Company at its expense will cause to be issued in the name of and delivered to the Holder hereof or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, 
 (i) a certificate or certificates for the number of duly authorized validly issued, fully paid and nonassessable shares of Common Stock to
which such Holder shall be entitled upon such exercise, and 
 (ii) in case such exercise is in part only, a new warrant or
warrants of like tenor, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the
number of such shares designated by the Holder upon such exercise as provided herein. 
 2. Certain Adjustments. 
 (a) Mergers, Consolidations or Sale of Assets. If at any time after the date hereof while this Warrant remains outstanding and
unexpired there shall be a capital reorganization (other than a combination or subdivision of Warrant Stock otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation, or the sale of the
Company’s properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Holder shall thereafter be entitled to
receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the purchase price, the number of shares of stock or other securities, cash or property of the Company or the successor corporation resulting from
such reorganization, merger, consolidation or sale, to which a Holder of the Common Stock deliverable upon exercise of this Warrant would have been entitled under the provisions of the agreement in such reorganization, merger, consolidation or sale
if this Warrant had been exercised immediately before that reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as determined reasonably and in good faith by the Company’s Board of Directors) shall be made in
the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the reorganization, merger, consolidation or sale to the end that the provisions of this Warrant (including adjustment of the Warrant
Price then in effect and the number of shares of Warrant Stock) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. 

(b) Splits and Subdivisions; Dividends. In the event the Company should at any time or from time to time while this Warrant
remains outstanding and unexpired effect or fix a record date for the effectuation of a split or subdivision of the outstanding shares of its Common Stock or the determination of the holders of Common Stock entitled to receive a dividend or other
distribution payable in additional shares of Common Stock or other securities or warrants, options or other rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter
referred to as the “Common Stock Equivalents”) without payment of any consideration by such holder for the additional shares of Common Stock or Common Stock Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of distribution, split or subdivision if no record date is fixed), the per share Warrant Price shall be appropriately increased in proportion to such increase (or potential
increase) of outstanding shares. 
 (c) Combination of Shares. If the number of shares of Common Stock outstanding at
any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, 








 
the per share purchase price shall be appropriately increased and the number of shares of Warrant Stock shall be appropriately decreased in proportion to
such decrease in outstanding shares. 
 (d) Certificate as to Adjustments. In the case of each adjustment or
readjustment of the Warrant Price pursuant to this Section 2, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms hereof and cause a certificate, signed by the Company’s principal
financial officer, setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based to be delivered to the Holder of this Warrant. The Company will furnish or cause to be furnished to
such Holder a certificate setting forth: 
 (i) Such adjustments and readjustments; 
 (ii) The purchase price at the time in effect and how it was calculated; and 
 (iii) The number of shares of Warrant Stock and the amount, if any, of other property at the time receivable upon the exercise of the
Warrant. 
 (e) Notices of Record Date, etc. In the event of: 
 (i) Any taking by the Company of a record of the holders of any class of securities of the Company for the purpose of determining the
holders thereof who are entitled to receive any dividend (other than a cash dividend payable at the same rate as that of the last such cash dividend theretofore paid) or other distribution, or any right to subscribe for, purchase or otherwise
acquire any shares of stock of any class or any other securities or property, or to receive any other right; or 
 (ii) Any
capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of assets of the Company to any other person or any consolidation or merger involving the
Company; or 
 (iii) Any voluntary or involuntary dissolution, liquidation or winding-up of the Company; the Company will mail
to the Holder of this Warrant at least ten (10) business days prior to the earliest date specified therein, a notice specifying: 
 (1) The date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right; and 
 (2) The date on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding-up
is expected to become effective and the record date for determining stockholders entitled to vote thereon and the time. 
 3. Fractional
Shares. No fractional shares shall be issued in connection with any exercise of this Warrant. In lieu of the issuance of such fractional share, the Company shall make a cash payment equal to the then fair market value of such fractional share as
determined in good faith by the Company’s Board of Directors. 
 4. No Privilege of Stock Ownership. Prior to the exercise of
this Warrant, the Holder shall not be entitled, by virtue of holding this Warrant, to any rights of a stockholder of the Company, including (without limitation) the right to vote, receive dividends or other distributions, exercise preemptive rights
or be notified of stockholder meetings, and such Holder shall not be entitled to any notice or other communication concerning the business or affairs of the Company. Nothing in this 








 
Section 4, however, shall limit the right of the Holder to be provided the notices described in Section 2 hereof, or to participate in
distributions described in Section 2 hereof if the Holder exercises this Warrant. 
 5. Limitation of Liability. Except as
otherwise provided herein, in the absence of affirmative action by the Holder hereof to purchase the Warrant Stock, no mere enumeration herein of the rights or privileges of the Holder hereof shall give rise to any obligation of such Holder to
purchase any securities or any liability of such Holder for the purchase price or as a stockholder of the Company, whether such obligation or liability is asserted by the Company or by creditors of the Company. 
 6. Representations and Warranties of the Holder. The Holder represents and warrants to the Company as follows: 
 (a) Purchase Entirely for Own Account. This Warrant is issued to the Holder in reliance upon such Holder’s representation to
the Company, which by the Holder’s execution of this Warrant the Holder hereby confirms, that the Warrant and Warrant Stock are being acquired for investment for the Holder’s own account, not as a nominee or agent, and not with a view to
the resale or distribution of any part thereof in violation of the federal or state securities laws. 
 (b) Investment
Experience. The Holder represents that it can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant
and the Warrant Stock. If an entity, the Holder also represents it has not been organized solely for the purpose of acquiring the Warrant or the Warrant Stock. 
 (c) Restricted Securities. The Holder understands that the Warrant being issued hereunder and the Warrant Stock to be purchased
hereunder are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable
regulations such securities may be resold without registration under the Securities Act of 1933, as amended (the “Securities Act”), only in certain limited circumstances. In this connection, the Holder represents that it is familiar with
Securities and Exchange Commission Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. 
 (d) Legends. It is understood that the certificates evidencing the Warrant Stock may bear a legend substantially in the following form: 
 “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS
(COLLECTIVELY, THE “SECURITIES LAWS”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES LAWS
(i) UNLESS SOLD PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES LAWS AND (ii) THE COMPANY, IF IT SO REQUESTS, HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.” 
 In addition, the certificates evidencing the Warrant Stock may bear any legend required by the Company’s
charter documents or the laws of the State of Washington and any other state in which the securities will be issued. 







 7. Transfers and Exchanges. 
 (a) The Holder may not sell, hypothecate, pledge or otherwise dispose of any interest in the Warrant or the Warrant Stock unless such
transfer would not violate any provision of this Section 7. 
 (b) Subject to the conditions of this Section 7, upon
delivery to the Company of a duly completed and executed Assignment in substantially the form attached hereto, a new warrant shall be issued to the transferee therein named. All new warrants issued in connection with transfers or exchanges shall not
require the signature of the new Holder hereof and shall be identical in form and provision to this Warrant except as to the number of shares. 
 (c) It shall be a condition to any transfer of this Warrant that the transferee shall be an accredited investor, within the meaning of the Securities Act, and that the Company shall have received, at the time of such
transfer or exercise (i) a representation letter, or at the option of the Company, a legal opinion, in form and substance reasonably satisfactory to the Company and its counsel, reciting the pertinent circumstances surrounding the proposed
transfer and stating that such transfer is exempt from the prospectus and registration requirements of the Securities Act and applicable state securities laws and (ii) a statement in writing from, and signed by, any proposed transferees
containing the same representations and warranties as set forth in Section 6 hereof and agreeing to be bound by the provisions of this Section 7, such statement to be in the form of Assignment attached hereto. Notwithstanding the
foregoing, as long as the transfer of this Warrant is in compliance with applicable securities laws and there are no significant issues of fact (such as whether or not the Holder is an “affiliate,” as such term is defined in Rule 144 of
the Securities Act) or unusual questions of law, the requirement of a representation letter or legal opinion shall not apply to (a) the transfer of this Warrant or any part thereof to a partnership of which the Holder is a partner or to the
beneficial owners or affiliates of such partnership, (b) the transfer of this Warrant or any part thereof to beneficial owners, employees or affiliates of the Holder, (c) bona fide gifts to a member of a Holder’s immediate family or
trustee for a member of a Holder’s immediate family, (d) transfers by will upon the death of a Holder, or (e) transfers pursuant to a divorce or dissolution of the marriage of a Holder. 
 (d) Ownership of Warrants. The Company may treat the person in whose name any Warrant is registered on the register kept by the
Company or its transfer agent as the owner and Holder thereof for all purposes, notwithstanding any notice to the contrary. A Warrant, if properly assigned, may be exercised by a new Holder without a new Warrant first having been issued. Nothing in
this Section 7(d) shall relieve the Holder of his obligations under Section 7(c) hereof. 
 8. Successors and Assigns. The
terms and provisions of this Warrant shall be binding upon the Company and the Holder and their respective successors and assigns, subject at all times to the restrictions set forth herein. 
 9. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it and its counsel of the
loss, theft, destruction or mutilation of this Warrant, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to the Company, and upon reimbursement to the Company of all reasonable expenses incidental thereto,
and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new warrant of like tenor and dated as of such cancellation, in lieu of this Warrant. 
 10. Saturdays, Sundays, Holiday, etc. 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 Sunday or shall be a legal holiday in the State of Washington, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday. 







 11. Amendments and Waivers. Any term of this Warrant may be amended and the observance of any term
of this Warrant may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder. Any such amendment or waiver shall be binding on the parties.

 12. Governing Law; Venue. The terms and conditions of this Warrant shall be governed by and construed in accordance with the law of
the State of Washington, without regard to conflict of law provisions. The parties expressly stipulate that any litigation under this Warrant shall be brought in the state courts of King County, Washington or in the United States District Court for
the Western District of Washington. The parties agree to submit to the exclusive jurisdiction and venue of those courts. 
 13.
Notices. All notices and other communications under this Warrant shall be in writing and shall be delivered in person, via facsimile machine, sent by documented overnight delivery service, or mailed by registered or certified mail, return
receipt requested, postage prepaid, addressed (a) if to the Holder, at the registered address of such Holder as set forth in the register kept at the principal office of the Company, or (b) if to the Company, to the attention of its
President or Chief Financial Officer at its principal offices at 22118 20th Avenue SE, Suite 204, Bothell, WA 98021, provided that the exercise of any Warrant shall be effected in the manner provided in Section 1. Unless otherwise specified in
this Warrant, all such notices and other written communications shall be effective (and considered delivered and received for the purposes of this Agreement) (i) if delivered, upon delivery, (ii) if by facsimile machine during normal
business hours upon transmission with confirmation of receipt by the receiving party’s facsimile terminal and if not sent during normal business hours, then on the next day, (iii) if sent by documented overnight delivery service, on the
date following the date on which such notice is delivered to such overnight delivery service for mailing, or (iv) if mailed via first-class regular mail, three (3) day after depositing in the U.S. Mail. 
 [Remainder of Page Intentionally Left Blank] 







 IN WITNESS WHEREOF, the parties have executed this Warrant effective as of the date first written above.

  

			
	 THE COMPANY:
  
 HELIX BIOMEDIX, INC.,
 a Delaware corporation

		
	By:	 	/s/ R. Stephen Beatty
	Name:	 	 R. Stephen Beatty,
 President and Chief Executive
Officer




			
		
	Address:	 	22118 20th Avenue SE, Suite 204 Bothell, WA 98021
		
	Telephone:	 	(425) 402-8400
		
	Facsimile:	 	(425) 806-2999


  
  

			
	 Number of shares for which this warrant is initially exercisable: 750,000
  
 HOLDER:
  
 RBFSC, INC.

		
	By:	 	/s/ Frank T. Nickell
		
	Its:	 	President



			
		
	Address:	 	 
	
	 



			
		
	Facsimile:	 	 



			
		
	Soc. Sec. No. or Tax ID:	 	 


  
  
  
  
  
  







 SUBSCRIPTION 
 Helix BioMedix, Inc. 
 22118 20th Avenue SE, Suite 204 
 Bothell, WA 98021 
 Ladies and Gentlemen: 
 The undersigned, ___________________________________________, hereby elects to purchase, pursuant to the provisions of the Warrant dated June 27, 2008, held by the undersigned, _____________ shares of Common Stock of Helix BioMedix,
Inc., a Delaware corporation, and tenders herewith payment of the purchase price of such shares in full. 
 The undersigned hereby confirms
and acknowledges the investment representations and warranties made in Section 6 of the Warrant and accepts such shares subject to the restrictions of the Warrant, copies of which are available from the Secretary of the Company. 
  

									
					
	Date:	 	 	 		 	Print Name(s):	 	 
					
		 		 		 		 	 
					
		 		 		 	Signature:	 	 
					
		 		 		 	Title if applicable:	 	 
					
		 		 		 	Signature:	 	 
					
		 		 		 	Title if applicable:	 	 
					
		 		 		 	Address:	 	 
					
		 		 		 		 	 

 Warrant Subscription 







 FORM OF ASSIGNMENT 
 The undersigned hereby assigns this Warrant to 
 _______________________________________________________________________________________

 _______________________________________________________________________________________ 
 _______________________________________________________________________________________ 
 (Print or type name, address and zip code of assignee) 
 Please insert Social Security or other identifying number of assignee: 
 _______________________ 
 and irrevocably appoints ___________________ as
agent to transfer this Warrant on the books of the Company. The agent may substitute another to act for him or it. 
 Date: _________________ 
 Signed: 
 _______________________________________________________________________________________ 
 (All owners must sign
exactly as name(s) appear(s) on the front of this Warrant) 
 The undersigned assignee hereby confirms and acknowledges the investment
representations and warranties made in Section 6 of the Warrant and agrees to be bound by the obligations set forth in the Warrant, copies of which are available from the Secretary of the Company. 
  

											
					
	Date:	 	 	 		 	By:	 	 
						
		 		 		 		 	Name:	 	 
						
		 		 		 		 	Title:	 	 

 Warrant Form of Assignment