Exhibit 4.17


 


AMPLIPHI BIOSCIENCES CORPORATION 


 


WARRANT TO PURCHASE COMMON STOCK 


  


	Warrant No.: [·]



	 	Number of Warrant Shares:


Date of Issuance: [·],
2016 (“Issuance Date”)


Expiration Date: [·],
2021 (“Expiration Date”)


 


AmpliPhi Biosciences Corporation, a Washington
corporation (the “Company”), certifies that, for good and valuable consideration, the receipt and sufficiency
of which are acknowledged, [·], the registered holder hereof or its permitted
assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at
the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants
to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or
times on or after the date hereof (the “Exercisability Date”), but not after 5:30 p.m., New York Time, on the
Expiration Date, [·] fully paid and nonassessable shares of Common Stock (as
defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant
shall have the meanings set forth in Section 15.


 


1. EXERCISE OF WARRANT.


 


(a) Mechanics
of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(d)),
this Warrant may be exercised by the Holder on any day on or after the Exercisability Date, in whole or in part (but not as to
fractional shares), by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise
Notice”), of the Holder’s election to exercise this Warrant and (ii)  if both (A) the Holder is not electing
a Cashless Exercise (as defined below) pursuant to Section 1(c) of this Warrant and (B) a registration statement registering
the issuance of the Warrant Shares under the Securities Act of 1933, as amended (the “Securities Act”), is effective
and available for the issuance of the Warrant Shares, or an exemption from registration under the Securities Act is available for
the issuance of the Warrant Shares, payment to the Company of an amount equal to the applicable Exercise Price multiplied by the
number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash
or wire transfer of immediately available funds (a “Cash Exercise”). The Holder shall not be required to surrender
this Warrant in order to effect an exercise hereunder; provided, that in the event of an exercise of this Warrant for all
Warrant Shares then issuable hereunder, this Warrant is surrendered to the Company by the second (2nd) Trading Day following the
date on which the Company has received each of the Exercise Notice and, if this Warrant is being exercised pursuant to a Cash Exercise,
the Aggregate Exercise Price (the “Exercise Delivery Documents”). On or before the first (1st) Trading Day following
the date on which the Company has received the Exercise Delivery Documents, the Company shall transmit by email or facsimile an
acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder and Computershare, Inc., the Company’s
transfer agent for the Common Stock and Warrants (the “Transfer Agent”). The Company shall deliver any objection
to the Exercise Delivery Documents on or before the first (1st) Trading Day following the date on which the Company has received
all of the Exercise Delivery Documents. In the event of any discrepancy or dispute, the records of the Company shall be controlling
and determinative in the absence of manifest error. On or before the third (3rd) Trading Day following the date on which the Company
has received the Exercise Notice duly completed and executed by the Holder and in the case of a Cash Exercise, the Aggregate Exercise
Price (the “Share Delivery Date”), the Company shall, upon the request of the Holder, credit such aggregate
number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s
balance account with The Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system,
or if the Transfer Agent is not participating in the Fast Automated Securities Transfer Program (the “FAST Program”)
or if the certificates are required to bear a legend regarding restriction on transferability, issue and dispatch by overnight
courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in
the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such
exercise. Upon delivery of the Exercise Delivery Documents and surrender of this Warrant, the Holder shall be deemed for all corporate
purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective
of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing
such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a)
and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares
being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than five (5) Trading Days
after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(e)) representing the right to
purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant
Shares with respect to which this Warrant is exercised. The Company shall pay any and all taxes that may be payable with respect
to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company
shall not be required to pay any tax which may be payable based on the income of the Holder or in respect of any transfer involved
in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder or an affiliate
thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this
Warrant or receiving Warrant Shares upon exercise hereof.


 




     


     


    

 


In addition
to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder a certificate
or the certificates representing the Warrant Shares or to credit the Holder’s balance account with DTC for such number of
Warrant Shares to which the Holder is entitled upon the Holder’s exercise pursuant to an exercise on or before the Share
Delivery Date, and if after such date the Holder purchases (in an open market transaction or otherwise) or the Holder’s brokerage
firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which
the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall within five (5) Trading
Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount
equal to the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased
(the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue
such Warrant Shares or credit such Holder’s balance account with DTC) shall terminate, or (ii) promptly honor its obligation
to deliver to the Holder a certificate or certificates representing such Warrant Shares or credit such Holder’s balance account
with DTC and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such
number of shares of Common Stock, times (B) the Weighted Average Price of a share of Common Stock on the date of exercise.


 


(b) Exercise
Price. For purposes of this Warrant, “Exercise Price” means $[·]
per share of Common Stock, subject to adjustment as provided herein.


 


(c) Cashless
Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement registering the issuance of
the Warrant Shares under the Securities Act is not effective or available for the issuance of the Warrant Shares and an exemption
from registration under the Securities Act is not available for the issuance of the Warrant Shares, the Holder may, in its sole
discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made
to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net
Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”):


 


	
        Net Number = (A x B) - (A
        x C)

                           
          B

	 
	For purposes of the foregoing formula:
	 	 
	A=	 	the total number of shares with respect to which this Warrant is then being exercised.
	 	 
	B=	 	the Weighted Average Price of the shares of Common Stock (as reported by Bloomberg) on the date immediately preceding the date of the Exercise Notice.
	 	 
	C=	 	the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


 




     


     


    

 


(d)
Limitations on Exercises. (1) The Company shall not effect the exercise of this Warrant, and the Holder shall not have
the right to exercise this Warrant, to the extent that after giving effect to such exercise, such Holder (together with such Holder’s
affiliates and any other Persons acting as a group together) would beneficially own in excess of 4.99% (the “Maximum Percentage”)
of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence,
the aggregate number of shares of Common Stock beneficially owned by such Person and its affiliates shall include the number of
shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being
made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion
of this Warrant beneficially owned by such Person and its affiliates and (ii) exercise or conversion of the unexercised or
unconverted portion of any other securities of the Company beneficially owned by such Person and its affiliates (including, without
limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise
analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial
ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), it being acknowledged that the Company is not representing to the Holder that such calculation is in compliance
with Section 13(d) of the Exchange Act, and the Holder is solely responsible for any schedules required to be filed in accordance
therewith. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on
the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K, Proxy Statement,
Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a
more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth
the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, where
such request indicates that it is being made pursuant to this Warrant, the Company shall within one (1) Trading Day confirm orally
and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares
of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the
Warrants, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported.
By written notice to the Company, the Holder may increase or decrease the Maximum Percentage to any other percentage not in excess
of 9.99% specified in such notice; provided, that (i) any such increase will not be effective until the 61st day after
such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and not to any
other holder of Warrants.


 


(e) No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share that the Holder would otherwise be entitled to purchase upon such exercise, the
Company shall pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise
Price.


 


2. ADJUSTMENT OF EXERCISE PRICE AND
NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:


 


(a) Adjustment
upon Subdivision or Combination of Shares of Common Stock. If the Company at any time on or after the Issuance Date subdivides
(by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock
into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced
and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines
(by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller
number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the
number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(a) shall become effective
at the close of business on the date the subdivision or combination becomes effective.


 


(b) Other
Events. If any event occurs of the type contemplated by the provisions of Section 2(a) but not expressly provided for
by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights
with equity features to the holders of the Company’s equity securities), then the Company’s Board of Directors will
make an appropriate adjustment in the Exercise Price and the number of Warrant Shares so as to protect the rights of the Holder;
provided, that no such adjustment pursuant to this Section 2(b) will increase the Exercise Price or decrease the number
of Warrant Shares as otherwise determined pursuant to this Section 2.


 




     


     


    

 


(c) Par
Value. Notwithstanding anything to the contrary in this Warrant, in no event shall the Exercise Price be reduced below the
par value of the Company’s Common Stock.


 


3. RIGHTS UPON
DISTRIBUTION OF ASSETS. If the Company shall declare or make any dividend or other distribution of its assets (or rights to
acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation,
any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate
rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the
issuance of this Warrant, then, in each such case:


 


(a) any
Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of
shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record
date, to a price determined by multiplying such Exercise Price by a fraction of which (i) the numerator shall be the Weighted
Average Price of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution
(as determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the
denominator shall be the Weighted Average Price of the shares of Common Stock on the Trading Day immediately preceding such record
date; and


 


(b) the
number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately
prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to
receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding paragraph (a).


 


4. PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a) Purchase
Rights. In addition to any adjustments pursuant to Section 2 above, if at any time prior to the Expiration Date, the Company
grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property
pro rata to all of the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the
Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the
Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this
Warrant (without regard to any limitations on the exercise of this Warrant) immediately before the date on which a record is taken
for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders
of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.


 


(b) Fundamental
Transactions. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted
for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the
obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.
Upon consummation of the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall
be issued upon exercise of this Warrant at any time after the consummation of the Fundamental Transaction, in lieu of the shares
of the Common Stock (or other securities, cash, assets or other property purchasable upon the exercise of the Warrant prior to
such Fundamental Transaction), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants
or other purchase or subscription rights), if any, that the Holder would have been entitled to receive upon the happening of such
Fundamental Transaction had this Warrant been exercised immediately prior to such Fundamental Transaction, as adjusted in accordance
with the provisions of this Warrant. In addition to and not in substitution for any other rights hereunder, prior to the consummation
of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other
assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make
appropriate provision to ensure that the Holder will thereafter have the right to receive upon exercise of this Warrant within
90 days after the consummation of the Fundamental Transaction but, in any event, prior to the Expiration Date, in lieu of the shares
of the Common Stock (or other securities, cash, assets or other property) purchasable upon the exercise of the Warrant prior to
such Fundamental Transaction, such shares of stock, securities, cash, assets or any other property whatsoever (including warrants
or other purchase or subscription rights) which the Holder would have been entitled to receive upon the occurrence of such Fundamental
Transaction had the Warrant been exercised immediately prior to such Fundamental Transaction.


 




     


     


    

 


5. RESERVATION
OF WARRANT SHARES. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized
but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise
of this Warrant as herein provided, the number of shares of Common Stock which are then issuable and deliverable upon the exercise
of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into
account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1.
The Company covenants that all shares of Common Stock so issuable and deliverable shall be, upon issuance and the payment of the
applicable Exercise Price in accordance with the terms hereof, duly and validly authorized, issued and fully paid and nonassessable.
The Company will take all such actions as may be reasonably necessary to ensure that such shares of Common Stock may be issued
as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or
automated quotation system upon which the Common Stock may be listed.


 


6. WARRANT HOLDER
NOT DEEMED A SHAREHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity
as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the
Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s
capacity as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold
consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger,
conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance
to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition,
nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon
exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company.


 


7. REGISTRATION AND REISSUANCE OF WARRANTS.


 


(a) Registration
of Warrant. The Company shall register this Warrant, upon the records to be maintained by the Company for that purpose (the
“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat
the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to
the Holder, and for all other purposes, absent actual notice to the contrary. The Company shall also register any transfer, exchange,
reissuance or cancellation of any portion of this Warrant in the Warrant Register.


 


(b) Transfer
of Warrant. This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company, except
as may otherwise be required by applicable securities laws. Subject to applicable securities laws, if this Warrant is to be transferred,
the Holder shall surrender this Warrant to the Company or its Transfer Agent, as directed by the Company, together with all applicable
transfer taxes, whereupon the Company will, or will cause its Transfer Agent to, forthwith issue and deliver upon the order of
the Holder a new Warrant (in accordance with Section 7(e)), registered as the Holder may request, representing the right to
purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares then
underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(e)) to the Holder representing the
right to purchase the number of Warrant Shares not being transferred. The acceptance of the new Warrant by the transferee thereof
shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the new Warrant that the Holder
has in respect of this Warrant.


 


(c) Lost,
Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking by
the Holder to the Company in customary form or the provision of reasonable security by the Holder to the Company and, in the case
of mutilation, upon surrender and cancellation of this Warrant, the Company or its Transfer Agent, as directed by the Company,
shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(e)) representing the right to purchase
the Warrant Shares then underlying this Warrant.


 




     


     


    

  


(d) Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the
Company or its Transfer Agent, as directed by the Company, together with all applicable transfer taxes, for a new Warrant or Warrants
(in accordance with Section 7(e)) representing in the aggregate the right to purchase the number of Warrant Shares then underlying
this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant Shares as is designated
by the Holder at the time of such surrender; provided, however, that the Company or its Transfer Agent, as directed
by the Company, shall not be required to issue Warrants for fractional shares of Common Stock hereunder.


 


(e) Issuance
of New Warrants. Whenever the Company or its Transfer Agent, as directed by the Company, is required to issue a new Warrant
pursuant to the terms of this Warrant, such new Warrant shall (i) be of like tenor with this Warrant, (ii) represent,
as indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or in the
case of a new Warrant being issued pursuant to Section 7(b) or Section 7(c), the Warrant Shares designated by the Holder
which, when added to the number of shares of Common Stock underlying the other new Warrants issued in connection with such issuance,
does not exceed the number of Warrant Shares then underlying this Warrant), (iii) have an issuance date, as indicated on the
face of such new Warrant which is the same as the Issuance Date and (iv) have the same rights and conditions as this Warrant.


 


8. NOTICES.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance
with the information set forth in the Warrant Register. The Company shall give written notice to the Holder (i) reasonably
promptly following any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation of
such adjustment and (ii) at least ten (10) days prior to the date on which the Company closes its books or takes a record
(A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances
or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to
the record holders of any class of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental
Transaction, dissolution or liquidation; provided, that in each case, such information shall be made known to the public
prior to or in conjunction with such notice being provided to the Holder.


 


9. AMENDMENT AND
WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written
consent of the Holder.


 


10. LIMITATION
OF LIABILITY. No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant to purchase
Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for
the purchase price of any Warrant Shares or as a shareholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.


 


11. GOVERNING LAW.
This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of New York.


 


12. CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against
any person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or
affect the interpretation of, this Warrant.


 




     


     


    

  


13. DISPUTE RESOLUTION.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the
Company shall submit the disputed determinations or arithmetic calculations via email or facsimile within two (2) Trading Days
of receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company
are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within five (5) Trading
Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within two (2)
Trading Days submit via email or facsimile (a) the disputed determination of the Exercise Price to an independent, reputable
investment bank selected by the Company and approved by the Holder or (b) the disputed arithmetic calculation of the Warrant
Shares to the Company’s independent, outside accountant. The Company shall cause the investment bank or the accountant, as
the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than
ten (10) Trading Days from the time it receives the disputed determinations or calculations. Such investment bank’s or accountant’s
determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error. The expenses of
the investment bank and accountant will be borne by the Company unless the investment bank or accountant determines that the determination
of the Exercise Price or the arithmetic calculation of the Warrant Shares by the Holder was incorrect, in which case the expenses
of the investment bank and accountant will be borne by the Holder.


 


14. REMEDIES, OTHER
OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all
other remedies available under this Warrant, at law or in equity (including a decree of specific performance and/or other injunctive
relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company to comply
with the terms of this Warrant. The Company acknowledges that a breach by it of its obligations hereunder may cause irreparable
harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the
event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available
remedies, to seek an injunction restraining any breach. Notwithstanding the foregoing or anything else herein to the contrary,
if the Company is for any reason unable to issue and deliver Warrant Shares upon exercise of this Warrant as required pursuant
to the terms hereof, the Company shall have no obligation to pay to the Holder any cash or other consideration or otherwise “net
cash settle” this Warrant.


 


15. CERTAIN DEFINITIONS. For purposes
of this Warrant, the following terms shall have the following meanings:


 


(a) “Bloomberg”
means Bloomberg Financial Markets.


 


(b) “Change
of Control” means any Fundamental Transaction other than (i) any reorganization, recapitalization or reclassification
of the Common Stock in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization
or reclassification continue after such reorganization, recapitalization or reclassification to hold publicly traded securities
and, directly or indirectly, the voting power of the surviving entity or entities necessary to elect a majority of the members
of the board of directors (or their equivalent if other than a corporation) of such entity or entities, or (ii) pursuant to
a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company.


 


(c) “Common
Stock” means (i) the Company’s shares of Common Stock, $0.01 par value per share, and (ii) any share
capital into which such Common Stock shall have been changed or any share capital resulting from a reclassification of such Common
Stock.


 


(d) “Convertible
Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable
or exchangeable for shares of Common Stock.


 


(e) “Eligible
Market” means the NYSE MKT LLC, The New York Stock Exchange, Inc., The Nasdaq Stock Market, or the OTC Bulletin Board®.


 


(f) “Fundamental
Transaction” means that (A) the Company shall, directly or indirectly, in one or more related transactions, (i) consolidate
or merge with or into (whether or not the Company is the surviving corporation) another Person, or (ii) sell, assign, transfer,
convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (iii) allow
another Person providing to make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding
shares of Common Stock (not including any shares of Common Stock held by the Person or Persons making or party to, or associated
or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (iv) consummate a stock purchase
agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme
of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock
(not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated
with the other Persons making or party to, such stock purchase agreement or other business combination), or (v) reorganize,
recapitalize or reclassify the Common Stock or (B) any “person” or “group” (as these terms are used
for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial owner” (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued
and outstanding Common Stock.


 




     


     


    

  


(g) “Options”
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.


 


(h) “Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock
or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity,
the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.


 


(i) “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and a government or any department or agency thereof.


 


(j) “Principal
Market” means (i) the NYSE MKT LLC, or (ii) if the NYSE MKT LLC is not the principal trading market for the Common Stock,
then the principal securities exchange or securities market on which the Common Stock is then traded.


 


(k) “Successor
Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving
any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction
shall have been entered into.


 


(l) “Trading
Day” means any day on which the Common Stock is traded on the Principal Market; provided, that “Trading
Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5
hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or
if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the
hour ending at 4:00:00 p.m., New York Time).


 


(m) “Weighted
Average Price” means, for any security as of any date, the dollar volume-weighted average price for such security on
the Principal Market during the period beginning at 9:30:01 a.m., New York City time, and ending at 4:00:00 p.m., New York City
time, as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does not apply, the dollar
volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security
during the period beginning at 9:30:01 a.m., New York City time, and ending at 4:00:00 p.m., New York City time, as reported by
Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average
of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in
the “pink sheets” by Pink OTC Markets Inc. If the Weighted Average Price cannot be calculated for such security on
such date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value
as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value
of such security, then such dispute shall be resolved pursuant to Section 13 with the term “Weighted Average Price”
being substituted for the term “Exercise Price.” All such determinations shall be appropriately adjusted for any share
dividend, share split or other similar transaction during such period.


 


[Signature Page Follows]


 




     


     


    

  


IN WITNESS WHEREOF, the Company
has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.


 


	 	AMPLIPHI BIOSCIENCES CORPORATION
	 	 	 
	 	By:	 
	 	 	Steve Martin
	 	 	Chief Financial Officer


 


 




     


     


    

 


EXHIBIT A


 


EXERCISE NOTICE 


 


TO BE EXECUTED BY THE REGISTERED HOLDER
TO EXERCISE THIS 


 


WARRANT TO PURCHASE COMMON STOCK 


 


AMPLIPHI BIOSCIENCES CORPORATION 


 


The undersigned holder hereby exercises
the right to purchase _____________of the shares of Common Stock (“Warrant Shares”) of AmpliPhi Biosciences
Corporation, a Washington corporation (the “Company”), evidenced by the attached Warrant to Purchase Common
Stock (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings
set forth in the Warrant.


 


1. Exercise Price. The Holder intends
that payment of the Exercise Price shall be made as (check one):


 


 ̈
Cash Exercise under Section 1(a).


 


 ̈
Cashless Exercise under Section 1(c).


 


2. Cash Exercise. If the Holder
has elected a Cash Exercise, the Holder shall pay the sum of $__________ to the Company in accordance with the terms of the
Warrant.


 


3. Delivery of
Warrant Shares. The Company shall deliver to the holder ___________Warrant Shares in accordance with the terms of the Warrant.


 


4. Representations
and Warranties. By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving
effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of shares of Common Stock
(determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under
Section 1(d) of this Warrant to which this notice relates.


 


DATED:                                 


 


	 	(Signature must conform in all respects
	 	to name of the Holder as specified on
	 	the face of the Warrant)
	 	 
	 	Registered Holder
	 	 	 
	 	Address:		

	 	 


 


ACKNOWLEDGMENT 


 


The Company hereby acknowledges this Exercise
Notice.


 





	 	AMPLIPHI BIOSCIENCES CORPORATION
	 	 	 
	 	By:	 
	 	Name:
	 	Title: