ADEQUATE
WRITTEN NOTICE OF THE TRANSFER OF ANY REGISTRABLE SECURITIES SPECIFYING THE FULL
NAME AND ADDRESS OF THE TRANSFEREE, THE COMPANY MAY DEEM AND TREAT THE PERSON
LISTED AS THE HOLDER OF SUCH REGISTRABLE SECURITIES IN ITS RECORDS AS THE
ABSOLUTE OWNER AND HOLDER OF SUCH REGISTRABLE SECURITIES FOR ALL PURPOSES,
INCLUDING THE PAYMENT OF DIVIDENDS OR ANY REDEMPTION PRICE.
4.4
ENTIRE AGREEMENT.
THIS AGREEMENT AND ANY
SCHEDULES HERETO, THE SECURITIES PURCHASE AGREEMENT AND THE OTHER DOCUMENTS
DELIVERED PURSUANT THERETO, CONSTITUTE THE FULL AND ENTIRE UNDERSTANDING AND
AGREEMENT BETWEEN THE PARTIES WITH REGARD TO THE SUBJECTS HEREOF, INCLUDING
WITHOUT LIMITATION THAT CERTAIN LETTER OF INTENT ENTERED INTO BY THE COMPANY AND
PANACEA BIOTEC LTD. AND DATED JULY 28, 2008.
4.5
SEVERABILITY.
ANY PROVISION OF THIS AGREEMENT
THAT IS PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH
JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR
UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINING PROVISIONS HEREOF, AND ANY
SUCH PROHIBITION OR UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR
RENDER UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
4.6
CHANGES.
(A)
FOR THE PURPOSES OF THIS AGREEMENT, NO
COURSE OF DEALING BETWEEN OR AMONG ANY OF THE PARTIES HERETO AND NO DELAY ON THE
PART OF ANY PARTY HERETO IN EXERCISING ANY RIGHTS HEREUNDER SHALL OPERATE AS A
WAIVER OF THE RIGHTS HEREOF.
NO PROVISION HEREOF MAY BE WAIVED OTHERWISE THAN
BY A WRITTEN INSTRUMENT SIGNED BY THE PARTY OR PARTIES SO WAIVING SUCH COVENANT
OR OTHER PROVISION AS CONTEMPLATED HEREIN.
(B)
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED, NO
AMENDMENT OR MODIFICATION OF THIS AGREEMENT MAY BE MADE WITHOUT THE WRITTEN
CONSENT OF THE COMPANY AND THE INVESTOR.
4.7
NOTICES AND CONSENTS.
ALL NOTICES AND
CONSENTS REQUIRED OR PERMITTED HEREUNDER MUST BE IN WRITING AND SHALL BE DEEMED
EFFECTIVELY GIVEN IN THE MANNER SPECIFIED IN THE SECURITIES PURCHASE AGREEMENT.
4.8
HEADINGS.
THE HEADINGS OF THE VARIOUS
SECTIONS OF THIS AGREEMENT HAVE BEEN INSERTED FOR CONVENIENCE OF REFERENCE ONLY
AND SHALL NOT BE DEEMED TO BE A PART OF THIS AGREEMENT.
4.9
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED
IN ANY NUMBER OF COUNTERPARTS, AND EACH SUCH COUNTERPART SHALL BE DEEMED TO BE
AN ORIGINAL INSTRUMENT, BUT ALL SUCH COUNTERPARTS TOGETHER SHALL CONSTITUTE BUT
ONE AGREEMENT.
17
[Remainder of page intentionally left blank; signature page follows]
18
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
PHARMATHENE, INC.
KELISIA HOLDINGS LTD.
By:
/s/ David P. Wright
By:
/s/ Standguard Limited
Name:
David P. Wright
Name:
Duly represented by Mr. Paulos Paulou
Title:
President and CEO
Title:
Director
[SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT]
Annex A
Plan of Distribution
The selling stockholders may, from time to time, sell any or all of their shares
of common stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions.
These sales may be at fixed or
negotiated prices.
The selling stockholders may use any one or more of the