Exhibit 4.10


 


THE
SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH
SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF
1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD WITHOUT
RESTRICTION PURSUANT TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY
BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR QUALIFICATION
UNDER APPLICABLE STATE SECURITIES LAWS.


 


SUBJECT
TO THE PROVISIONS OF SECTION 10 HEREOF, THIS WARRANT SHALL BE VOID AFTER
5:00 P.M. EASTERN TIME ON JANUARY 28, 2015 (THE “EXPIRATION
DATE”).


 


No.


 


PHARMATHENE, INC.


 


WARRANT TO PURCHASE
              
SHARES OF


 


COMMON STOCK, PAR VALUE $0.0001
PER SHARE


 


For VALUE RECEIVED,
                                        
(“Warrantholder”), is entitled to
purchase, subject to the provisions of this Warrant, from PharmAthene, Inc.,
a Delaware corporation (“Company”), from
and after January 28, 2010 and at any time not later than 5:00 P.M.,
Eastern time, on the Expiration Date (as defined above), at an exercise price
per share equal to $2.50 (the exercise price in effect being herein called the “Warrant Price”),
             shares
(“Warrant Shares”) of the Company’s
Common Stock, par value $0.0001 per share (“Common Stock”).  The number of Warrant Shares purchasable upon
exercise of this Warrant and the Warrant Price shall be subject to adjustment
from time to time as described herein. 
This Warrant is being issued pursuant to the Note and Warrant Purchase
Agreement, dated as of July 24, 2009, as the same may be amended and/or
restated from time to time (the “Purchase Agreement”),
among the Company and the initial holders of the Company Warrants (as defined
below).  Capitalized terms used herein
have the respective meanings ascribed thereto in the Note Warrant and Purchase
Agreement unless otherwise defined herein.


 


Section 1.                                            Registration.  The Company shall maintain books for the
transfer and registration of the Warrant. 
Upon the initial issuance of this Warrant, the Company shall issue and
register the Warrant in the name of the Warrantholder.


 


Section 2.                                            Transfers.  As provided herein, this Warrant may be
transferred only pursuant to a registration statement filed under the Securities
Act of 1933, as amended (the “Securities Act”),
or an exemption from such registration. 
Subject to such restrictions, the Company shall transfer this Warrant
from time to time upon the books to be maintained by the Company for that
purpose, upon surrender hereof for transfer, properly endorsed or accompanied
by appropriate instructions for transfer and such other documents as may be
reasonably required by the Company, including, if required by the Company, an
opinion of its counsel to the effect that such transfer is exempt from the
registration requirements of the Securities Act, to establish that such
transfer is being made in accordance with the terms hereof, and a new Warrant
shall be issued to the transferee and the surrendered Warrant shall be canceled
by the Company.


 

















 


Section 3.                                            Exercise of
Warrant.  Subject to the provisions
hereof, the Warrantholder may exercise this Warrant, in whole or in part, at
any time from and after January 28, 2010 and prior to its expiration upon
surrender of the Warrant, together with delivery of a duly executed Warrant
exercise form, in the form attached hereto as Appendix A (the “Exercise Agreement”) and payment by cash, certified check or
wire transfer of funds (or, in certain circumstances, by cashless exercise as
provided below) of the aggregate Warrant Price for that number of Warrant
Shares then being purchased, to the Company during normal business hours on any
business day at the Company’s principal executive offices (or such other office
or agency of the Company as it may designate by notice to the
Warrantholder).  The Warrant Shares so
purchased shall be deemed to be issued to the Warrantholder or the
Warrantholder’s designee, as the record owner of such shares, as of the close
of business on the date on which this Warrant shall have been surrendered (or
the date evidence of loss, theft or destruction thereof and security or
indemnity satisfactory to the Company has been provided to the Company), the
Warrant Price shall have been paid and the completed Exercise Agreement shall
have been delivered.  Certificates for
the Warrant Shares so purchased shall be delivered to the Warrantholder within
a reasonable time, not exceeding three (3) business days, after this
Warrant shall have been so exercised. 
The certificates so delivered shall be in such denominations as may be
requested by the Warrantholder and shall be registered in the name of the
Warrantholder or such other name as shall be designated by the Warrantholder,
as specified in the Exercise Agreement. 
If this Warrant shall have been exercised only in part, then, unless
this Warrant has expired, the Company shall, at its expense, at the time of
delivery of such certificates, deliver to the Warrantholder a new Warrant
representing the right to purchase the number of shares with respect to which
this Warrant shall not then have been exercised.  As used herein, “business day” means a day,
other than a Saturday or Sunday, on which banks in New York City are open for
the general transaction of business.  Each
exercise hereof shall constitute the re-affirmation by the Warrantholder that
the representations and warranties contained in Section 3 of the Purchase
Agreement are true and correct in all material respects with respect to the
Warrantholder as of the time of such exercise.


 


If (1) a certificate representing the Warrant Shares is not
delivered to the Warrantholder within three (3) Business Days of the due
exercise of this Warrant by the Warrantholder and (2) prior to the time
such certificate is received by the Warrantholder, the Warrantholder, or any
third party on behalf of the Warrantholder or for the Warrantholder’s account,
purchases (in an open market transaction or otherwise) shares of Common Stock
to deliver in satisfaction of a sale by the Warrantholder of shares represented
by such certificate (a “Buy-In”), then
the Company shall pay in cash to the Warrantholder (for costs incurred either
directly by such Warrantholder or on behalf of a third party) the amount by
which the total purchase price paid for Common Stock as a result of the Buy-In
(including brokerage commissions, if any) exceeds the proceeds received by such
Warrantholder as a result of the sale to which such Buy-In relates.  The Warrantholder shall provide the Company
written notice indicating the amounts payable to the Warrantholder in respect
of the Buy-In.


 


Section 4.                                            Compliance with
the Securities Act. Except as provided in the Purchase Agreement, the
Company may cause the legend set forth on the first page of this Warrant
to be set forth on each Warrant, and a similar legend on any security issued or
issuable upon exercise of this Warrant, unless counsel for the Company is of
the opinion as to any such security that such legend is unnecessary.


 


2

















 


Section 5.                                            Payment of
Taxes.  The Company will pay any
documentary stamp taxes attributable to the initial issuance of Warrant Shares
issuable upon the exercise of this Warrant; provided, however, that the Company
shall not be required to pay any tax or taxes which may be payable in respect
of any transfer involved in the issuance or delivery of any certificates for
Warrant Shares in a name other than that of the Warrantholder in respect of
which such shares are issued, and in such case, the Company shall not be
required to issue or deliver any certificate for Warrant Shares or any Warrant
until the person requesting the same has paid to the Company the amount of such
tax or has established to the Company’s reasonable satisfaction that such tax
has been paid.  The Warrantholder shall
be responsible for income taxes due under federal, state or other law, if any
such tax is due.


 


Section 6.                                            Mutilated or
Missing Warrants.  In case
this Warrant shall be mutilated, lost, stolen, or destroyed, the Company shall
issue in exchange and substitution of and upon surrender and cancellation of
the mutilated Warrant, or in lieu of and substitution for the Warrant lost,
stolen or destroyed, a new Warrant of like tenor and for the purchase of a like
number of Warrant Shares, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction of the Warrant,
and with respect to a lost, stolen or destroyed Warrant, reasonable indemnity
or bond with respect thereto, if requested by the Company.


 


Section 7.                                            Reservation of
Common Stock.  The Company
hereby represents and warrants that there have been reserved, and the Company
shall at all applicable times keep reserved until issued (if necessary) as
contemplated by this Section 7, out of the authorized and unissued shares
of Common Stock, sufficient shares to provide for the exercise of the rights of
purchase represented by this Warrant. 
The Company agrees that all Warrant Shares issued upon due exercise of
this Warrant shall be, at the time of delivery of the certificates for such
Warrant Shares, duly authorized, validly issued, fully paid and non-assessable
shares of Common Stock of the Company.


 


Section 8.                                            Adjustments.  Subject and pursuant to the provisions of
this Section 8, the Warrant Price and number of Warrant Shares subject to
this Warrant shall be subject to adjustment from time to time as set forth
hereinafter.


 


(a)                                  If the Company
shall, at any time or from time to time while this Warrant is outstanding, pay
a dividend or make a distribution on its Common Stock in shares of Common
Stock, subdivide its outstanding shares of Common Stock into a greater number
of shares or combine its outstanding shares of Common Stock into a smaller
number of shares or issue by reclassification of its outstanding shares of
Common Stock any shares of its capital stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing corporation), then (i) the Warrant Price in
effect immediately prior to the date on which such change shall become
effective shall be adjusted by multiplying such Warrant Price by a fraction,
the numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to such change and the denominator of which shall
be the number of shares of Common Stock outstanding immediately after giving
effect to such change and (ii) the number of Warrant Shares purchasable
upon exercise of this Warrant shall be adjusted by multiplying the number of
Warrant Shares purchasable upon exercise of this Warrant immediately prior to
the date on which such change shall become effective by a fraction, the
numerator of which is shall be the Warrant Price in effect immediately prior to
the date on which such change shall become effective and the denominator of
which shall be the 


 


3

















 


Warrant
Price in effect immediately after giving effect to such change, calculated in
accordance with clause (i) above. 
Such adjustments shall be made successively whenever any event listed
above shall occur.


 


(b)                                 If any capital
reorganization, reclassification of the capital stock of the Company,
consolidation or merger of the Company with another corporation in which the
Company is not the survivor, or sale, transfer or other disposition of all or
substantially all of the Company’s assets to another corporation shall be
effected, then, as a condition of such reorganization, reclassification,
consolidation, merger, sale, transfer or other disposition, lawful and adequate
provision shall be made whereby each Warrantholder shall thereafter have the
right to purchase and receive upon the basis and upon the terms and conditions
herein specified and in lieu of the Warrant Shares immediately theretofore
issuable upon exercise of this Warrant, such shares of stock, securities or
assets as would have been issuable or payable with respect to or in exchange
for a number of Warrant Shares equal to the number of Warrant Shares
immediately theretofore issuable upon exercise of this Warrant, had such
reorganization, reclassification, consolidation, merger, sale, transfer or
other disposition not taken place, and in any such case appropriate provision
shall be made with respect to the rights and interests of each Warrantholder to
the end that the provisions hereof (including, without limitation, provision
for adjustment of the Warrant Price) shall thereafter be applicable, as nearly
equivalent as may be practicable in relation to any shares of stock, securities
or assets thereafter deliverable upon the exercise hereof.  The Company shall not effect any such
consolidation, merger, sale, transfer or other disposition unless prior to or
simultaneously with the consummation thereof the successor corporation (if
other than the Company) resulting from such consolidation or merger, or the
corporation purchasing or otherwise acquiring such assets or other appropriate
corporation or entity shall assume the obligation to deliver to the
Warrantholder, at the last address of the Warrantholder appearing on the books
of the Company, such shares of stock, securities or assets as, in accordance
with the foregoing provisions, the Warrantholder may be entitled to purchase,
and the other obligations under this Warrant. 
The provisions of this paragraph (b) shall similarly apply to
successive reorganizations, reclassifications, consolidations, mergers, sales,
transfers or other dispositions.


 


(c)                                  In case the
Company shall fix a payment date for the making of a distribution to all
holders of Common Stock (including any such distribution made in connection
with a consolidation or merger in which the Company is the continuing
corporation) of evidences of indebtedness or assets (other than cash dividends
or cash distributions payable out of consolidated earnings or earned surplus or
dividends or distributions referred to in Section 8(a)), or subscription
rights or warrants, the Warrant Price to be in effect after such payment date
shall be determined by multiplying the Warrant Price in effect immediately
prior to such payment date by a fraction, the numerator of which shall be the
total number of shares of Common Stock outstanding multiplied by the Market
Price (as defined below) per share of Common Stock immediately prior to such payment
date, less the fair market value (as determined by the Company’s Board of
Directors in good faith) of said assets or evidences of indebtedness so
distributed, or of such subscription rights or warrants, and the denominator of
which shall be the total number of shares of Common Stock outstanding
multiplied by such Market Price per share of Common Stock immediately prior to
such payment date.  “Market Price”
as of a particular date (the “Valuation Date”)
shall mean the following: (a) if the Common Stock is then listed on the
NYSE Amex or any other national stock exchange, the closing sale price of one
share of Common Stock on such exchange on the last trading day prior to the
Valuation Date; (b) if the 


 


4

















 


Common
Stock is then quoted on the National Association of Securities Dealers, Inc.
OTC Bulletin Board (the “Bulletin Board”)
or such similar quotation system or association, the closing sale price of one
share of Common Stock on the Bulletin Board or such other quotation system or
association on the last trading day prior to the Valuation Date or, if no such
closing sale price is available, the average of the high bid and the low asked
price quoted thereon on the last trading day prior to the Valuation Date; or (c) if
the Common Stock is not then listed on a national stock exchange or quoted on
the Bulletin Board or such other quotation system or association, the fair
market value of one share of Common Stock as of the Valuation Date, as
determined in good faith by the Board of Directors of the Company and the
Warrantholder.  If the Common Stock is
not then listed on a national securities exchange, the Bulletin Board or such
other quotation system or association, the Board of Directors of the Company
shall respond promptly, in writing, to an inquiry by the Warrantholder prior to
the exercise hereunder as to the fair market value of a share of Common Stock
as determined by the Board of Directors of the Company.  In the event that the Board of Directors of
the Company and the Warrantholder are unable to agree upon the fair market
value in respect of subpart (c) of this paragraph, the Company and the
Warrantholder shall jointly select an appraiser, who is experienced in such
matters.  The decision of such appraiser
shall be final and conclusive, and the cost of such appraiser shall be borne
equally by the Company and the Warrantholder. 
Such adjustment shall be made successively whenever such a payment date
is fixed.


 


(d)                                 An adjustment
to the Warrant Price shall become effective immediately after the payment date
in the case of each dividend or distribution and immediately after the
effective date of each other event which requires an adjustment.


 


(e)                                  In the event
that, as a result of an adjustment made pursuant to this Section 8, the
Warrantholder shall become entitled to receive any shares of capital stock of
the Company other than shares of Common Stock, the number of such other shares
so receivable upon exercise of this Warrant shall be subject thereafter to adjustment
from time to time in a manner and on terms as nearly equivalent as practicable
to the provisions with respect to the Warrant Shares contained in this Warrant.


 


(f)                                    To the extent
permitted by applicable law and the listing requirements of any stock market or
exchange on which the Common Stock is then listed, the Company from time to
time may decrease the Warrant Price by any amount for any period of time if the
period is at least twenty (20) days, the decrease is irrevocable during the
period and the Board shall have made a determination that such decrease would
be in the best interests of the Company, which determination shall be
conclusive.  Whenever the Warrant Price
is decreased pursuant to the preceding sentence, the Company shall provide
written notice thereof to the Warrantholder at least five (5) days prior
to the date the decreased Warrant Price takes effect, and such notice shall
state the decreased Warrant Price and the period during which it will be in
effect.


 


Section 9.                                            Fractional
Interest.  The Company
shall not be required to issue fractions of Warrant Shares upon the exercise of
this Warrant.  If any fractional share of
Common Stock would, except for the provisions of the first sentence of this Section 9,
be deliverable upon such exercise, the Company, in lieu of delivering such
fractional share, shall pay to the exercising Warrantholder an amount in cash
equal to the Market Price of such fractional share of Common Stock on the date
of exercise.


 


5

















 


Section 10.                                      Extension of
Expiration Date.  If the
Company fails to cause any Registration Statement covering Registrable
Securities (as defined in the Registration Rights Agreement) to be declared
effective prior to the applicable dates set forth therein, or if any of the
events specified in Section 2(c)(ii) of the Registration Rights
Agreement occurs, and the Blackout Period (as defined in the Registration
Rights Agreement) (whether alone, or in combination with any other Blackout
Period) continues for more than 60 days in any 12 month period, or for more
than a total of 90 days, then the Expiration Date of this Warrant shall be
extended one day for each day beyond the 60-day or 90-day limits, as the case
may be, that the Blackout Period continues.


 


Section 11.                                      Benefits.  Nothing in this Warrant shall be construed to
give any person, firm or corporation (other than the Company and the
Warrantholder) any legal or equitable right, remedy or claim, it being agreed
that this Warrant shall be for the sole and exclusive benefit of the Company
and the Warrantholder.


 


Section 12.                                      Notices to
Warrantholder.  Upon the
happening of any event requiring an adjustment of the Warrant Price, the
Company shall promptly give written notice thereof to the Warrantholder at the
address appearing in the records of the Company, stating the adjusted Warrant
Price and the adjusted number of Warrant Shares resulting from such event and
setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based.  Failure
to give such notice to the Warrantholder or any defect therein shall not affect
the legality or validity of the subject adjustment.


 


Section 13.                                      Identity of
Transfer Agent.  The
Transfer Agent for the Common Stock is Continental Stock Transfer and Trust
Company.  Upon the appointment of any
subsequent transfer agent for the Common Stock or other shares of the Company’s
capital stock issuable upon the exercise of the rights of purchase represented
by the Warrant, the Company will mail to the Warrantholder a statement setting
forth the name and address of such transfer agent.


 


Section 14.                                      Notices.  Unless otherwise provided, any notice
required or permitted under this Warrant shall be given in writing and shall be
deemed effectively given as hereinafter described (i) if given by personal
delivery, then such notice shall be deemed given upon such delivery, (ii) if
given by telex or facsimile, then such notice shall be deemed given upon
receipt of confirmation of complete transmittal, (iii) if given by mail,
then such notice shall be deemed given upon the earlier of (A) receipt of
such notice by the recipient or (B) three days after such notice is
deposited in first class mail, postage prepaid, and (iv) if given by an
internationally recognized overnight air courier, then such notice shall be
deemed given one business day after delivery to such carrier.  All notices shall be addressed as follows: if
to the Warrantholder, at its address as set forth in the Company’s books and
records and, if to the Company, at the address as follows, or at such other
address as the Warrantholder or the Company may designate by ten days’ advance
written notice to the other:


 


6

















 


If
to the Company:


 


PharmAthene, Inc.

One Park Place, Suite 450

Annapolis, MD 21401

Attention:  President

Fax:  (410) 269-2601


 


With
a copy to:


 


Sonnenschein Nath & Rosenthal LLP

101 JFK Parkway

Short Hills, NJ 07078

Attention:  Jeffrey A. Baumel

Fax:  (973) 912-7172


 


Section 15.                                      Registration
Rights.  The initial Warrantholder is
entitled to the benefit of certain registration rights with respect to the
shares of Common Stock issuable upon the exercise of this Warrant as provided
in the Registration Rights Agreement, and any subsequent Warrantholder may be
entitled to such rights.


 


Section 16.                                      Successors.  All the covenants and provisions hereof by or
for the benefit of the Warrantholder shall bind and inure to the benefit of its
respective successors and permitted assigns hereunder.


 


Section 17.                                      Governing Law;
Consent to Jurisdiction; Waiver of Jury Trial.  This Warrant shall be governed by, and
construed in accordance with, the internal laws of the State of Delaware,
without reference to the choice of law provisions thereof.  The Company and, by accepting this Warrant,
the Warrantholder, each irrevocably submits to the exclusive jurisdiction of
the courts of the State of Delaware and the United States District Court for
the District of Delaware for the purpose of any suit, action, proceeding or
judgment relating to or arising out of this Warrant and the transactions
contemplated hereby.  Service of process
in connection with any such suit, action or proceeding may be served on each
party hereto anywhere in the world by the same methods as are specified for the
giving of notices under this Warrant. 
The Company and, by accepting this Warrant, the Warrantholder, each
irrevocably consents to the jurisdiction of any such court in any such suit,
action or proceeding and to the laying of venue in such court.  The Company and, by accepting this Warrant,
the Warrantholder, each irrevocably waives any objection to the laying of venue
of any such suit, action or proceeding brought in such courts and irrevocably
waives any claim that any such suit, action or proceeding brought in any such
court has been brought in an inconvenient forum.  EACH OF THE COMPANY AND, BY ITS ACCEPTANCE
HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN
ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS
BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 


Section 18.                                      Cashless
Exercise. 
Notwithstanding any other provision contained herein to the contrary,
from and after the six-month anniversary of the Closing Date and so long as the
Company is required under the Registration Rights Agreement to have effected
the registration


 


7
















 


of
the Warrant Shares for resale to the public pursuant to a Registration
Statement (as such term is defined in the Registration Rights Agreement), if
the Warrant Shares may not be freely sold to the public for any reason
(including, but not limited to, the failure of the Company to have effected the
registration of the Warrant Shares or to have a current prospectus available
for delivery or otherwise, but excluding the period of any Allowed Delay (as
defined in the Registration Rights Agreement), the Warrantholder may elect to
receive, without the payment by the Warrantholder of the aggregate Warrant
Price in respect of the shares of Common Stock to be acquired, shares of Common
Stock of equal value to the value of this Warrant, or any specified portion hereof,
by the surrender of this Warrant (or such portion of this Warrant being so
exercised) together with a Net Issue Election Notice, in the form annexed
hereto as Appendix B, duly executed, to the Company.  Thereupon, the Company shall issue to the
Warrantholder such number of fully paid, validly issued and nonassessable
shares of Common Stock as is computed using the following formula:


 


X = Y (A - B)


     A


 


where


 


X
=                             the number of
shares of Common Stock to which the Warrantholder is entitled upon such cashless
exercise;


 


Y
=                              the total
number of shares of Common Stock covered by this Warrant for which the
Warrantholder has surrendered purchase rights at such time for cashless
exercise (including both shares to be issued to the Warrantholder and shares as
to which the purchase rights are to be canceled as payment therefor);


 


A
=                            the “Market
Price” of one share of Common Stock as at the date the net issue election is
made; and


 


B =                              the Warrant
Price in effect under this Warrant at the time the net issue election is made.


 


Section 19.             [Intentionally Omitted].


 


Section 20.             No Rights as Shareholder.  Prior to the exercise of this Warrant, the
Warrantholder shall not have or exercise any rights as a shareholder of the
Company by virtue of its ownership of this Warrant.


 


Section 21.             Amendment; Waiver;
Termination.  This
Warrant is one of a series of Warrants of like tenor issued by the Company
pursuant to the Purchase Agreement and initially covering an aggregate of up to
2,572,775 shares of Common Stock (collectively, the “Company
Warrants”).  Any term of this
Warrant may be amended or waived (including the adjustment provisions included
in Section 8 of this Warrant) and the Warrant may be terminated upon the
written consent of the Company and the holders of Company Warrants representing
at least a majority of the number of shares of Common Stock then subject to all
outstanding Company Warrants; provided, that (x) any such amendment
or waiver or termination must apply to all Company Warrants; and (y) except
as provided in the adjustment provisions of this Warrant, the number of Warrant
Shares subject to this Warrant, the Warrant Price and the Expiration Date 


 


8

















 


may
not be amended, and the right to exercise this Warrant may not be altered or
waived, without the written consent of the Warrantholder.


 


Section 22.                                      Section Headings.  The section headings in this Warrant are for
the convenience of the Company and the Warrantholder and in no way alter,
modify, amend, limit or restrict the provisions hereof.


 


9

















 


IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed, as of the        day of July, 2009.


 


	
   

  	
  PHARMATHENE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


10

















 


APPENDIX A

PHARMATHENE, INC.

WARRANT EXERCISE FORM


 


To PharmAthene, Inc.:


 


The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant (“Warrant”)
for, and to purchase thereunder by the payment of the Warrant Price and
surrender of the Warrant,
                              
shares of Common Stock (“Warrant Shares”)
provided for therein, and requests that certificates for the Warrant Shares be
issued as follows:


 


	
   

  	
   

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Federal Tax ID or Social Security No.

  	
   

  



 


and delivered by                                           (certified mail
to the above address, or


(electronically (provide DWAC 


Instructions:                                      ),
or


(other (specify):


                                                                                       ).


 


and,
if the number of Warrant Shares shall not be all the Warrant Shares purchasable
upon exercise of the Warrant, that a new Warrant for the balance of the Warrant
Shares purchasable upon exercise of this Warrant be registered in the name of
the undersigned Warrantholder or the undersigned’s Assignee as below indicated
and delivered to the address stated below.


 


Dated:
                                      ,


 


	
   

  	
  Signature:

  	
   

  
	
  Note: 
  The signature must correspond with the name of the Warrantholder as
  written on the first page of the Warrant in every particular, without
  alteration or enlargement or any change whatever, unless the Warrant has been
  assigned.

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name (please print)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Federal Identification or

  
	
   

  	
   

  	
  Social Security No.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Assignee:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 

















 


APPENDIX B


PHARMATHENE, INC.


NET ISSUE ELECTION NOTICE


 


To:
PharmAthene, Inc.


 


Date:[                                                  ]


 


The
undersigned hereby elects under Section 18 of this Warrant to
surrender the right to purchase
[                        ]
shares of Common Stock pursuant to this Warrant and hereby requests the
issuance of
[                          ]
shares of Common Stock.  The certificate(s) for
the shares issuable upon such net issue election shall be issued in the name of
the undersigned or as otherwise indicated below.


 


 


	
   

  	
   

  
	
  Signature

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name for Registration

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Mailing Address