AND SHALL NOT ENTER, FROM THE DATE
OF THIS AGREEMENT THROUGH 48 HOURS AFTER THE CLOSING DATE, INTO ANY SHORT
SALES.
FOR PURPOSES OF THIS SECTION 3.3(I), A "SHORT SALE" BY A PURCHASER MEANS
A SALE OF THE COMPANY'S COMMON STOCK THAT IS MARKED AS A SHORT SALE AND THAT IS
EXECUTED AT A TIME WHEN SUCH PURCHASER HAS NO EQUIVALENT OFFSETTING LONG
POSITION IN THE COMPANY'S COMMON STOCK.
FOR PURPOSES OF DETERMINING WHETHER A
PURCHASER HAS AN EQUIVALENT OFFSETTING LONG POSITION IN THE COMMON STOCK, ALL
COMMON STOCK AND ALL COMMON STOCK THAT WOULD BE ISSUABLE UPON CONVERSION OR
EXERCISE IN FULL OF ALL COMMON STOCK EQUIVALENTS THEN HELD BY SUCH PURCHASER
(ASSUMING THAT SUCH COMMON STOCK EQUIVALENTS WERE THEN FULLY CONVERTIBLE OR
EXERCISABLE, NOTWITHSTANDING ANY PROVISIONS TO THE CONTRARY, AND GIVING EFFECT
TO ANY CONVERSION OR EXERCISE PRICE ADJUSTMENTS SCHEDULED TO TAKE EFFECT IN THE
FUTURE) SHALL BE DEEMED TO BE HELD LONG BY SUCH PURCHASER.
OTHER THAN THE PUT
AND THE CALL AS PROVIDED FOR BY THIS AGREEMENT, SUCH PURCHASER AND ITS
AFFILIATES DO NOT HAVE ANY PUT OPTION, SHORT POSITION OR OTHER SIMILAR
INSTRUMENT OR POSITION WITH RESPECT TO ANY SECURITIES OF THE COMPANY OR IAPL.
(J)
RESTRICTIONS ON RESALE.
SUCH PURCHASER ACKNOWLEDGES THAT THE
TRANSFER, RESALE OR OTHER DISPOSITION OF THE SECURITIES IS SUBJECT TO THE
RESTRICTIONS SET FORTH IN SECTIONS 5.2(B) AND 5.3 OF THIS AGREEMENT.
(K)
NO LEGAL OR TAX ADVICE FROM COMPANY OR IAPL.
SUCH PURCHASER
UNDERSTANDS AND ACKNOWLEDGES THAT NOTHING IN ANY MATERIALS RECEIVED BY THE
PURCHASER IN CONNECTION WITH THE ACQUISITION OF THE SECURITIES CONSTITUTES
LEGAL, TAX OR INVESTMENT ADVICE.
SUCH PURCHASER HAS HAD THE OPPORTUNITY TO
REVIEW THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED BY THE
TRANSACTION DOCUMENTS WITH THE PURCHASER'S OWN LEGAL COUNSEL AND WITH ITS OWN
TAX ADVISORS, IF ANY.
SUCH PURCHASER IS RELYING SOLELY ON SUCH COUNSEL AND TAX
ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR IAPL OR
ANY OF THE COMPANY'S OR IAPL'S AGENTS FOR LEGAL AND TAX ADVICE WITH RESPECT TO
THIS INVESTMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE
OTHER TRANSACTION DOCUMENTS.
SUCH PURCHASER UNDERSTANDS THAT THE PURCHASER (AND
NOT THE COMPANY OR IAPL) SHALL BE SOLELY RESPONSIBLE FOR ANY TAX LIABILITY OF
THE PURCHASER THAT MAY ARISE AS A RESULT OF THIS INVESTMENT OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
(L)
ACKNOWLEDGEMENT OF COLLATERAL TRANSACTIONS WITH CERTAIN
PURCHASERS. SUCH PURCHASER ACKNOWLEDGES THAT THE COMPANY WILL BE ISSUING
ADDITIONAL SHARES OF ITS COMMON STOCK AND WARRANTS TO PURCHASE SHARES OF ITS
COMMON STOCK IN THE INOVIO FINANCING, PURSUANT TO THE TERMS DESCRIBED ON
EXHIBIT F HERETO.
SUCH PURCHASER ALSO ACKNOWLEDGES THAT THE COMPANY WILL ALLOW
CERTAIN HOLDERS OF ITS OUTSTANDING SHARES OF ITS SERIES A AND SERIES C
CUMULATIVE CONVERTIBLE PREFERRED STOCK ("PREFERRED STOCK") TO EXCHANGE PURSUANT
TO THE APPLICABLE CERTIFICATES OF DESIGNATION SHARES OF PREFERRED STOCK FOR
SHARES OF THE COMPANY'S COMMON STOCK AND WARRANTS TO PURCHASE SHARES OF COMMON
STOCK IN THE SAME TERMS