EXHIBIT
4.14


 


FORM
OF WARRANT AGENCY AGREEMENT


 


WARRANT
AGENCY AGREEMENT made as of November___, 2016 (the “Issuance Date”), between Soligenix, Inc., a Delaware
corporation, with offices at 29 Emmons Drive, Suite C-10 Princeton, New Jersey 08540 (the “Company”), and
American Stock Transfer & Trust Company, LLC, with offices at 6201 15th Avenue, Brooklyn, New York 11219 (the
“Warrant Agent”).


 


WHEREAS,
the Company is engaged in a public offering (the “Offering”) of up to ______ shares of the Company’s common
stock, par value $0.01 per share (“Common Stock”), and up to _______ warrants (the “Warrants”), with each
such Warrant evidencing the right of the holder thereof to purchase one share of Common Stock for $____ , subject to adjustment
as described herein; and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission a Registration Statement on Form S-1 (File No. 333-214038) (as
the same may be amended from time to time, the “Registration Statement”) for the registration, under the Securities
Act of 1933, as amended (the “Securities Act”), of, among other securities, the Warrants and the Common Stock issuable
upon exercise of the Warrants (the “Warrant Shares”), and such Registration Statement was declared effective on November__,
2016; and


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection
with the issuance, registration, transfer, exchange and exercise of the Warrants; and


 


WHEREAS,
the Company desires to provide for the provisions of the Warrants, the terms upon which they shall be issued and exercised, and
the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants;
and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants the valid, binding and legal obligations
of the Company, and to authorize the execution and delivery of this Warrant Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.
Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants,
and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms and
conditions set forth in this Warrant Agreement (and no implied terms or conditions).


 


2.
Warrants.


 


2.1
Form of Warrant. Each Warrant, whenever issued, shall be issued in registered form only. All of the Warrants shall be represented
by one or more book-entries maintained by the Warrant Agent.


 


2.2.
Registration.


 


2.2.1.
Warrant Register. The Warrant Agent shall maintain books (“Warrant Register”), for the registration of original
issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall
issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance
with written instructions delivered to the Warrant Agent by the Company. All of the Warrants shall be represented by one or more
Warrants and registered in the name of Cede & Co., a nominee of The Depository Trust Company (the “Depository”).
Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through,
records maintained (i) by the Depository or its nominee for each Warrant; (ii) by institutions that have accounts with the Depository
(such institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry
records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct registration.


 






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2.2.2.
Beneficial Owner; Registered Holder. The term “beneficial owner” shall mean any person in whose name ownership
of a beneficial interest in the Warrants evidenced by a Warrant is recorded in the records maintained by the Depository or its
nominee. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name such Warrant shall be registered upon the Warrant Register (“registered holder”), as
the absolute owner of such Warrant and of each Warrant represented thereby, for the purpose of any exercise thereof, and for all
other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


3.
Terms and Exercise of Warrants.


 


3.1.
Exercise Price. Each Warrant shall entitle the registered holder thereof, subject to the provisions of such Warrant and
of this Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $[
] per whole share, subject to the subsequent adjustments provided in Section 4 hereof. The term “Exercise Price” as
used in this Warrant Agreement refers to the price per share at which Common Stock may be purchased at the time a Warrant is exercised.


 


3.2.
Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing
on the Issuance Date and terminating at 5:00 P.M., New York City time (the “close of business”) on ________, 2021
(“Expiration Date”). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights
thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration
Date.


 


3.3.
Exercise of Warrants.


 


3.3.1.
Exercise and Payment. Subject to the provisions of this Warrant Agreement, a registered holder may exercise a Warrant by
delivering, not later than 5:00 P.M., New York time, on any business day during the Exercise Period (the “Exercise Date”)
to the Warrant Agent at its office designated for such purpose (i) the Warrants to be exercised shown on the records of the Depository
to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository
from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to
Purchase”), properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant
Price for each Warrant to be exercised, and all applicable taxes and charges due in connection with the exercise of such Warrants,
in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available
funds.


 


If
any of (A) the Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, and all applicable taxes and charges
due in connection therewith, is received by the Warrant Agent after 5:00 P.M., New York time, on any date, or on a date that is
not a business day, the Warrants with respect thereto will be deemed to have been received and exercised on the business day next
succeeding such date. For the avoidance of doubt, the “Exercise Date” will be the date the materials in the foregoing
sentence are received by the Warrant Agent (if by 5:00 P.M., New York time), or the following business day (if after 5:00 P.M.,
New York time), regardless of any earlier date written on the materials. If the Warrants are received or deemed to be received
after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned
to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on any funds
deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of
Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered
holder or Participant and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered
holder or the Participant, as applicable, of the invalidity of any exercise of Warrants.


 


The
Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained
with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the
exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such
telephonic advice to the Company in writing.


 






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3.3.2.
Issuance of Warrant Shares. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise
Date of any Warrant, advise the Company or, if instructed in writing to do so by the Company, the transfer agent and registrar,
in respect of (i) the number of Warrant Shares indicated on the Election to Purchase as issuable upon such exercise with respect
to such exercised Warrants, (ii) the instructions of each registered holder or Participant, as the case may be, provided to the
Warrant Agent with respect to the notation that shall be made to the records maintained by the Depository, its nominee for each
Warrant, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (iii)
such other information as the Company shall reasonably request.


 


The
Company shall, by 5:00 P.M., New York time, on the third business day next succeeding the Exercise Date of any Warrant and the
clearance of the funds in payment of the Warrant Price, use its reasonable best efforts to cause its transfer agent to electronically
transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant
through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph
shall apply to the electronic transmittals described herein.


 


3.3.3.
Valid Issuance. All shares of Common Stock issued by the Company upon the proper exercise of a Warrant in conformity with
this Warrant Agreement shall be validly issued, fully paid and non-assessable.


 


3.3.4.
No Fractional Exercise. Warrants may be exercised only in whole numbers of Warrant Shares. No fractional Warrant Shares
are to be issued upon the exercise of the Warrant, but rather the number of Warrant Shares to be issued shall be rounded up or
down, as applicable, to the nearest whole number. If fewer than all the Warrants evidenced by a Warrant are exercised, a notation
shall be made to the records maintained by the Depository, its nominee for each Warrant, or a Participant, as appropriate, evidencing
the balance of the Warrants remaining after such exercise.


 


3.3.5
No Transfer Taxes. The Company shall not be required to pay any stamp or other tax or charge required to be paid in connection
with any transfer involved in the issue of the Warrant Shares upon the exercise of Warrants; and in the event that any such transfer
is involved, the Company shall not be required to issue or deliver any Warrant Shares until such tax or other charge shall have
been paid or it has been established to the Company’s and the Warrant Agent’s satisfaction that no such tax or other
charge is due.


 


3.3.6
Date of Issuance. Each person in whose name any such shares of Common Stock is issued shall for all purposes be deemed
to have become the holder of record of such shares on the date on which the Warrant was validly exercised and payment of the Warrant
Price was made, irrespective of the date of delivery of such Election to Purchase, except that, if the date of such Election to
Purchase and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become
the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.


 


3.3.7
Cashless Exercise Under Certain Circumstances.


 


(i)
The Company shall provide to the Warrant Agent and each registered holder of Warrants prompt written notice of any time that the
Company is unable to issue the Warrant Shares via DTC transfer or otherwise (without restrictive legend), because (A) the Commission
has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the
effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the
effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each a “Restrictive Legend
Event”). To the extent that a Restrictive Legend Event occurs after the registered holder has exercised a Warrant in accordance
with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the registered
holder, which shall be given within five (5) days of receipt of such notice of the Restrictive Legend Event, either (A) rescind
the previously submitted Election to Purchase and the Company shall return all consideration paid by registered holder for such
shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and
refund the cash portion of the exercise price to the registered holder.


 






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(ii)
If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrant shall
only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to
make any cash payments or net cash settlement to the registered holder in lieu of issuance of the Warrant Shares. Upon a “cashless
exercise,” the Holder shall be entitled to receive the number of Warrant Shares equal to the quotient obtained by dividing
[(A-B) (X)] by (A), where:


 


	 	(A)	=
    the VWAP on the Business Day preceding the Exercise Date;


 


	 	(B)	=
    the Exercise Price of the Warrant; and


 


	 	(X)	=
    the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant
    if such exercise were by means of a cash exercise rather than a cashless exercise.


 


Upon
receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to
Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company
shall calculate and transmit to the Warrant Agent in a written notice, and the Warrant Agent shall have no duty, responsibility
or obligation under this section to calculate, the number of Warrant Shares issuable in connection with any cashless exercise.
The Warrant Agent shall be entitled to rely conclusively on any such written notice provided by the Company, and the Warrant Agent
shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with such written instructions or
pursuant to this Warrant Agreement.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New
York Stock Exchange (each, a “Trading Market”), the daily volume weighted average price of the Common Stock for such
date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg
L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) the volume weighted average
price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board, OTCQB or OTCQX (c) if the Common
Stock is not then listed or quoted for trading on the OTC Bulletin Board, OTCQB or OTCQX and if prices for the Common Stock are
then reported in the OTC Pink Market maintained by OTC Markets Group, Inc. (or a similar organization or agency succeeding to
its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases,
the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the holders
of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of
which shall be paid by the Company.


 


3.3.8
Disputes. 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 promptly issue to the registered holder the number of Warrant Shares that are not disputed.


 


4.
Adjustments.


 


4.1
Adjustment upon Subdivision or Combination of Common Stock. If the Company at any time after the Issuance Date subdivides
(by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) 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 after the Issuance Date
combines (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) 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
4.1 shall become effective at the close of business on the date the subdivision or combination becomes effective. The Company
shall promptly notify Warrant Agent in writing of any adjustment to the Warrants and give specific instructions to the Warrant
Agent with respect to any adjustments to the warrant register.


 






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4.2
Adjustment for Other Distributions. In the event the Company shall fix a record date for the making of a dividend or distribution
to all holders of Common Stock of any evidences of indebtedness or assets or subscription rights or warrants (excluding those
referred to in Section 4.1 or other dividends paid out of retained earnings), then in each such case the Holder will, upon the
exercise of this Warrant, be entitled to receive, in addition to the number of shares of Common Stock issuable thereupon, and
without payment of any additional consideration therefor, the amount of such dividend or distribution, as applicable, which such
Holder would hold on the date of such exercise had such Holder been the holder of record of such Common Stock as of the date on
which holders of Common Stock received or became entitled to receive such dividend or distribution. Such adjustment shall be made
whenever any such distribution is made and shall become effective immediately after the record date mentioned above.


 


4.3.
Reclassification, Consolidation, Purchase, Combination, Sale or Conveyance. If, at any time while the Warrants are outstanding,
(i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company
with or into another person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer,
conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any,
direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another person) is completed pursuant
to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property
and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly,
in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any
compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities,
cash or property, (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share 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 or share purchase agreement or other business combination) (each a “Fundamental
Transaction”), then, upon any subsequent exercise of a Warrant, the registered holder shall have the right to receive, for
each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction,
the number of shares of Common Stock, if any, of the successor or acquiring corporation or of the Company, if it is the surviving
corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental
Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such
Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted
to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in
a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common
Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the registered
holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following
such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is
not the survivor (the “Successor Entity”) and for which shareholders received any equity securities of the Successor
Entity, to assume in writing all of the obligations of the Company under this Warrant Agreement in accordance with the provisions
of this Section 4.3 pursuant to written agreements and shall, upon the written request of the registered holder of a Warrant,
deliver to the registered holder in exchange for this Warrant created by this Warrant Agreement a security of the Successor Entity
evidenced by a written instrument substantially similar in form and substance to the Warrant which is exercisable for a corresponding
number of shares of capital stock of such Successor Entity (or its parent entity), if any, plus any Alternate Consideration, receivable
as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which the Warrant is exercisable
immediately prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such
shares of capital stock, if any, plus any Alternate Consideration (but taking into account the relative value of the shares of
Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of
capital stock and such exercise price being for the purpose of protecting the economic value of such Warrant immediately prior
to the consummation of such Fundamental Transaction). Upon the occurrence of any such 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 Agreement and the 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 Agreement
and the Warrant with the same effect as if such Successor Entity had been named as the Company herein.


 






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The
Company shall instruct the Warrant Agent in writing to mail by first class mail, postage prepaid, to each registered holder of
a Warrant, written notice of the execution of any such amendment, supplement or agreement. Any supplemented or amended agreement
entered into by the successor corporation or transferee shall provide for adjustments, which shall be as nearly equivalent as
may be practicable to the adjustments provided for in Section 4. The Warrant Agent shall have no duty, responsibility or obligation
to determine the correctness of any provisions contained in such agreement or such notice, including but not limited to any provisions
relating either to the kind or amount of securities or other property receivable upon exercise of warrants or with respect to
the method employed and provided therein for any adjustments, and shall be entitled to rely conclusively for all purposes upon
the provisions contained in any such agreement. The provisions of this Section 4.3 shall similarly apply to successive reclassifications,
changes, consolidations, mergers, sales and conveyances of the kind described above.


 


4.4
Other Events. If any event occurs of the type contemplated by the provisions of Section 4.1, 4.2 or 4.3 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 all holders of Common Stock for no consideration), then the Company's Board of Directors
will, at its discretion and in good faith, make an adjustment in the Exercise Price and the number of Warrant Shares or designate
such additional consideration to be deemed issuable upon exercise of a Warrant, so as to protect the rights of the registered
holder.


 


4.5.
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting
from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise
of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
Upon the occurrence of any event specified in Sections 4.1 or 4.2, then, in any such event, the Company shall give written notice
to each registered holder, at the last address set forth for such holder in the warrant register, of the record date or the effective
date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.
The Warrant Agent shall be entitled to rely conclusively on, and shall be fully protected in relying on, any certificate, notice
or instructions provided by the Company with respect to any adjustment of the Warrant Price or the number of shares issued able
upon exercise of a Warrant, or any related matter, and the Warrant Agent shall not be liable for any action taken, suffered or
omitted to be taken by it in accordance with any such certificate, notice or instructions or pursuant to this Warrant Agreement.
The Warrant Agent shall not be deemed to have knowledge of any such adjustment unless and until it shall have received written
notice thereof from the Company.


 


5.
Transfer and Exchange of Warrants.


 


5.1.
Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant
upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly medallion signature
guaranteed and accompanied by appropriate instructions for transfer, and written confirmation from the Company that such transfer
is approved. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the
old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the
Company from time to time upon request.


 


5.2.
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request
for exchange or transfer reasonably acceptable to Warrant Agent, and thereupon the Warrant Agent shall request written confirmation
from the Company that such transfer is approved, and upon receipt of such written confirmation, the Warrant Agent shall issue
in exchange therefor one or more new Warrants as requested by the registered holder of the Warrants so surrendered, representing
an equal aggregate number of Warrants; provided, however, that except as otherwise provided herein, each Warrant may be transferred
only in whole and only to the Depository, to another nominee of the Depository, to a successor depository, or to a nominee of
a successor depository; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive
legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has
received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants
must also bear a restrictive legend.


 






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5.3.
Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will
result in the issuance of a Warrant for a fraction of a Warrant.


 


6.
Limitations on Exercise. The Company shall not, and shall not instruct the Warrant Agent to, effect any exercise of any
Warrant, and a registered holder shall not have the right to exercise any portion of a Warrant, to the extent that after giving
effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, the registered
holder (together with such registered holder’s Affiliates (as defined in Rule 405 under the Securities Act of 1933), and
any other persons acting as a group together with the registered holder or any of the registered holder’s Affiliates), would
beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the number of
shares of Common Stock beneficially owned by the registered holder and its Affiliates shall include the number of shares of Common
Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number
of shares of Common Stock which would be issuable upon exercise of the remaining, non-exercised portion of any Warrant beneficially
owned by the registered holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section
6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder, it being acknowledged by the registered holder that neither the Warrant Agent nor the Company is representing
to the registered holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the registered holder
is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained
in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the
registered holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion
of the registered holder, and the submission of an Election to Purchase shall be deemed to be the registered holder’s determination
of whether such Warrant is exercisable (in relation to other securities owned by the registered holder together with any Affiliates)
and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify
or confirm the accuracy of such determination and neither of them shall have any liability for any error made by the registered
holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section
13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining
the number of outstanding shares of Common Stock, a registered holder may rely on the number of outstanding shares of Common Stock
as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission,
as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or
the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section
6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct
this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation
herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations
contained in this paragraph shall apply to a successor holder of a Warrant.


 


7.
Other Provisions Relating to Rights of Holders of Warrants.


 


7.1.
No Rights as Stockholder. Except as otherwise specifically provided herein, a registered holder, solely in its capacity
as a holder of a 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 Agreement be construed to confer upon a registered holder, solely
in its capacity as the registered holder of a Warrant, any of the rights of a stockholder 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 registered holder of the Warrant Shares which it is then entitled to receive upon the due exercise of a Warrant.
A Warrant does not entitle the registered holder thereof to any of the rights of a stockholder.


 


7.2.
Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this
Warrant Agreement.


 


8.
Concerning the Warrant Agent and Other Matters.


 






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8.1
Concerning the Warrant Agent. The Warrant Agent:


 


a)
shall have no duties or obligations other than those expressly set forth herein and no duties or obligations shall be inferred
or implied;


 


b)
may rely on and shall be held harmless and protected and shall incur no liability for or in respect of any action taken, suffered
or omitted to be taken by it in reliance upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission,
telegram or other document, or any security delivered to it, and believed by it to be genuine and to have been made or signed
by the proper party or parties, or upon any written or oral instructions or statements from the Company with respect to any matter
relating to its acting as Warrant Agent hereunder;


 


c)
may consult with counsel satisfactory to it (including counsel for the Company) and the advice or opinion of such counsel shall
be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it in accordance
with such advice or opinion of such counsel;


 


d)
shall be held harmless by the Company and any other person in respect of any action taken, suffered or omitted to be taken by
the Warrant Agent hereunder in accordance with any determination as to whether or not a Warrant received by the Warrant Agent
is duly, completely and correctly executed;


 


e)
shall not be obligated to expend or risk its own funds or to take any action that it believes would expose or subject it to expense
or liability or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment or indemnity
satisfactory to it;


 


f)
shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to the Registration
Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or law;


 


g)
and its officers, directors and employees, may become the owner of, or acquire any interest in, any Warrant, with the same rights
that it or they would have were it not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they
may engage or be interested in any financial or other transaction with the Company and may act on, or as a depositary, trustee
or agent for, any committee or body of holders of Warrants, or other securities or obligations of the Company, as freely as if
it were not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting
as trustee under an indenture;


 


h)
shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this
Warrant Agreement;


 


i)
shall not be accountable or under any duty or responsibility for the use by the Company of any Warrants authenticated by the Warrant
Agent and delivered by it to the Company pursuant to this Warrant Agreement or for the application by the Company of the proceeds
of the issue and sale, or exercise, of the Warrants;


 


j)
shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained
herein or in any Warrant or in the case of the receipt of any written demand from any Warrant holder with respect to such default,
including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any
proceedings at law or otherwise or to make any demand upon the Company;


 


k)
shall not be responsible for any failure of the Company to comply with any of the covenants contained in this Warrant Agreement
or in the Warrants to be complied with by the Company;


 






    	 	8	 



     

    

 


l)
may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys-in-fact,
and the Warrant Agent shall not be responsible for any loss or expense arising out of, or in connection with, the actions or omissions
to act of its agents or attorneys-in-fact, so long as the Warrant Agent acts without gross negligence or willful misconduct (each
as determined by a final, non-appealable judgment of a court of competent jurisdiction) in connection with the selection of such
agents or attorneys-in-fact; and


 


m)
shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Warrant
Agent shall not assume any obligations or relationship of agency or trust with any of the owners or holders of the Warrants. The
Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Warrant Agreement
except for its own gross negligence, bad faith or willful misconduct (as each is determined by a final, non-appealable judgment
of a court of competent jurisdiction). The Warrant Agent shall not be liable for any error of judgment made by it, unless it shall
be proved that the Warrant Agent was grossly negligent in ascertaining the pertinent facts (as determined by a final, non-appealable
judgment of a court of competent jurisdiction).


 


8.2
Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company
or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Warrants, but the Company
may require the Common Stock holders to pay any transfer taxes in respect of the Warrants or such shares. The Warrant Agent may
refrain from registering any transfer or issue or delivery of any Warrant Shares unless or until the persons requesting the registration
or issuance shall have paid to the Warrant Agent for the account of the Company the amount of such tax or charge, if any, or shall
have established to the reasonable satisfaction of the Company and the Warrant Agent that such tax or charge, if any, has been
paid.


 


8.3  Resignation, Consolidation, or Merger of Warrant Agent.



 


8.3.1.
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties
and be discharged from all further duties and liabilities hereunder after giving thirty (30) days’ notice in writing to
the Company, or such shorter period of time agreed to by the Company. If the office of the Warrant Agent becomes vacant by resignation
or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent.
If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation
or incapacity by the Warrant Agent or by the holder of the Warrant (who shall, with such notice, submit his Warrant for inspection
by the Company), then the Warrant Agent or the holder of any Warrant may apply to the any court of competent jurisdiction for
the appointment of a successor Warrant Agent at the Company’s cost. Pending appointment of a successor to such Warrant Agent,
either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant
Agent (but not including the initial Warrant Agent), whether appointed by the Company or by such court, shall be a person organized
and existing under the laws of any state or of the United States of America, in good standing, and authorized under such laws
to exercise shareowner services powers and subject to supervision or examination by federal or state authority. After appointment,
any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its
predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed,
and except for executing and delivering documents as provided in the sentence that follows, the predecessor Warrant Agent shall
have no further duties, obligations, responsibilities or liabilities hereunder, but shall be entitled to all rights that survive
the termination of this Warrant Agreement and the resignation or removal of the Warrant Agent, including but not limited to its
right to indemnity hereunder. If for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute
and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers,
and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make,
execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


8.3.2.
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice
thereof to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any
such appointment.


 






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8.3.3.
Merger or Consolidation of Warrant Agent. Any person into which the Warrant Agent may be merged or converted or with which
it may be consolidated or any person resulting from any merger, conversion or consolidation to which the Warrant Agent shall be
a party or any person succeeding to the shareowner services business of the Warrant Agent or any successor Warrant Agent shall
be the successor Warrant Agent under this Warrant Agreement, without any further act or deed. For purposes of this Warrant Agreement,
“person” shall mean any individual, firm, corporation, partnership, limited liability company, joint venture, association,
trust or other entity, and shall include any successor (by merger or otherwise) thereof or thereto.


 


8.4.
Fees and Expenses of Warrant Agent.


 


8.4.1.
Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration in an amount separately agreed to between
Company and Warrant Agent for its services as Warrant Agent hereunder and will reimburse the Warrant Agent upon demand for all
expenditures (including reasonable counsel fees and expenses) that the Warrant Agent may reasonably incur in the preparation,
delivery, administration, execution and amendment of this Warrant Agreement and the exercise and performance of its duties hereunder.
The Warrant Agent fees, including postage and any out-of-pocket and/or per item fees incurred by the Warrant Agent, shall be paid
in accordance with the payment terms and instructions set forth on each invoice provided to the Company by the Warrant Agent.
It is understood and agreed that all services to be performed by Warrant Agent shall cease if full payment for its services has
not been received in accordance with such payment terms and conditions, and said services will not commence thereafter until all
payment due has been received by Warrant Agent.


 


8.4.2.
Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the
Warrant Agent for the carrying out or performing of the provisions of this Warrant Agreement.


 


8.5.
Liability of Warrant Agent.


 


8.5.1.
Reliance on Company Statement. Whenever in the performance of its duties under this Warrant Agreement, the Warrant Agent
shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering
any action hereunder, such fact or matter may be deemed to be conclusively proved and established by a statement signed by the
President of the Company and delivered to the Warrant Agent, and the Warrant Agent is hereby authorized and directed to apply
to such officer for advice and instructions in connection with its duties and responsibilities hereunder. Such certificate will
be full authorization to the Warrant Agent for any action taken, suffered or omitted to be taken by it in reliance upon such certificate,
and the Warrant Agent will not be liable for any such action taken, suffered or omitted to be taken by it in accordance with any
such instructions or pursuant to the provisions of this Warrant Agreement.


 


8.5.2.
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith
(each as determined by a final, non-appealable judgment of a court of competent jurisdiction). The Company agrees to indemnify
the Warrant Agent for, and to hold it harmless against, any loss, liability, suit, action, proceeding, judgment, claim, settlement,
cost or expense (including reasonable counsel fees and expenses), incurred without gross negligence, willful misconduct or bad
faith on the part of the Warrant Agent (each as determined by a final, non-appealable judgment of a court of competent jurisdiction),
for any action taken, suffered or omitted to be taken by the Warrant Agent in connection with the preparation, delivery, acceptance,
administration, execution and amendment of this Warrant Agreement and the exercise and performance of its duties hereunder, including
the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly, and the costs and
expenses of enforcing its rights hereunder.


 


8.5.3.
Limitation of Liability. The Warrant Agent’s aggregate liability, if any, during the term of this Warrant Agreement
with respect to, arising from, or arising in connection with this Warrant Agreement, or from all services provided or omitted
to be provided under this Warrant Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed,
the annual amounts paid or payable hereunder by the Company to Warrant Agent as fees and charges, but not including reimbursable
expenses.


 






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8.5.4
Disputes. In the event any question or dispute arises with respect to the proper interpretation of this Warrant Agreement
or the Warrant Agent’s duties hereunder or the rights of the Company or of any holder of a Warrant, the Warrant Agent shall
not be required to act and shall not be held liable or responsible for refusing to act until the question or dispute has been
judicially settled (and the Warrant Agent may, if it deems it advisable, but shall not be obligated to, file a suit in interpleader
or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all
parties interested in the matter which is no longer subject to review or appeal, or settled by a written document in form and
substance satisfactory to the Warrant Agent and executed by the Company and each other interested party. In addition, the Warrant
Agent may require for such purpose, but shall not be obligated to require, the execution of such written settlement by all the
Warrant holders, as applicable, and all other parties that may have an interest in the settlement.


 


8.5.5
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with
respect to the validity of any Warrant; nor shall it be responsible for any breach by the Company of any covenant or condition
contained in this Warrant Agreement or in any Warrant; nor shall it be responsible or have any duty to make any calculation or
adjustment, or to determine when any calculation or adjustment required under the provisions of this Warrant Agreement, including
but not limited to Section 4 hereof, should be made, how it should be made or what it should be, or have any responsibility or
liability for the manner, method or amount of any such calculation or adjustment or the ascertaining of the existence of facts
that would require any such calculation or adjustment, including but not limited to any calculation or determination of “fair
market value” and any calculation or determination made in connection with an exercise of Warrants on a “cashless
basis;” nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation
of any shares of Common Stock to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any securities will,
when issued, be validly authorized and issued, fully paid, non-assessable and free from all preemptive rights, taxes, liens and
charges; nor will the Warrant Agent be under any duty or responsibility to ensure compliance with any applicable federal or state
securities laws in connection with the issuance, transfer or exchange of Warrants.


 


8.6.
Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Warrant Agreement and agrees to perform
the same upon the express terms and conditions herein set forth and among other things, shall account promptly to the Company
with respect to Warrants exercised and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent
for the purchase of shares of Common Stock through the exercise of Warrants.


 


9.
Miscellaneous Provisions.


 


9.1.
Successors. All the covenants and provisions of this Warrant Agreement by or for the benefit of the Company or the Warrant
Agent shall bind and inure to the benefit of their respective successors and assigns.


 


9.2.
Notices. Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent
or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery
or if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed
(until another address is filed in writing by the Company with the Warrant Agent), as follows:


 


Soligenix, Inc.



29 Emmons Drive, Suite C-10



Princeton, New Jersey 08540



(609) 538-8200


Attn:
Chief Executive Officer


 






    	 	11	 



     

    

 


Any
notice, statement or demand authorized by this Warrant Agreement to be given or made by the holder of any Warrant or by the Company
to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified
mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Warrant Agent with the Company), as follows:


 


American
Stock Transfer & Trust Company, LLC


6201
15th Avenue


Brooklyn,
NY 11219


Attn:
Legal Department


 


with
a copy in each case to:


 


________________


________________


________________


Attn:
_________________


 


9.3.
Applicable law. The validity, interpretation, and performance of this Warrant Agreement and of the Warrants shall be governed
in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in
the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim
against it arising out of or relating in any way to this Warrant Agreement may be brought and enforced in the courts of the State
of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be non-exclusive. The Company hereby waives any objection to such non-exclusive jurisdiction and that
such courts represent an inconvenience forum. Any such process or summons to be served upon the Company may be served by transmitting
a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set
forth in Section 9.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in
any action, proceeding or claim.


 


9.4.
Persons Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be
implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation
other than the parties hereto, the registered holders of the Warrants, certain indemnitees pursuant to Section 8.4.2, and, for
purposes of Sections 3.3, 9.3 and 9.8, the Underwriter, any right, remedy, or claim under or by reason of this Warrant Agreement
or of any covenant, condition, stipulation, promise, or agreement hereof. The Underwriters shall be deemed to be an express third-party
beneficiary of this Warrant Agreement with respect to Sections 3.3, 9.3 and 9.8 hereof. All covenants, conditions, stipulations,
promises, and agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto
(and the Underwriters with respect to the Sections 3.3, 9.3 and 9.8 hereof and those certain indemnitees pursuant to Section 8.4.2)
and their successors and assigns and of the registered holders of the Warrants.


 


9.5.
Examination of the Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the
office of the Warrant Agent designated for such purpose for inspection by the registered holder of any Warrant. Prior to such
inspection, the Warrant Agent may require any such holder to submit his Warrant for inspection by it.


 


9.6.
Counterparts. This Warrant Agreement may be executed in any number of original, facsimile or electronic counterparts and
each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.


 


9.7.
Effect of Headings. The Section headings herein are for convenience only and are not part of this Warrant Agreement and
shall not affect the interpretation thereof.


 


9.8
Amendments. This Warrant Agreement may be amended by the parties hereto without the consent of any registered holder for
the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding
or changing any other provisions with respect to matters or questions arising under this Warrant Agreement as the parties may
deem necessary or desirable and that the parties deem shall not adversely affect the interest of the registered holders. All other
modifications or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require
the written consent of the Underwriter and the registered holders of a majority of the then outstanding Warrants.


 






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9.9
Severability. This Warrant Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Warrant Agreement or of any other term or provision hereof; provided,
that if such invalid or unenforceable term affects the rights, duties, obligations or liabilities of the Warrant Agent, the Warrant
Agent shall be entitled to resign immediately. Furthermore, in lieu of any such invalid or unenforceable term or provision, the
parties hereto intend that there shall be added as a part of this Warrant Agreement a provision as similar in terms to such invalid
or unenforceable provision as may be possible and be valid and enforceable.


 


9.10
Force Majeure. In the event either party is unable to perform its obligations under the terms of this Warrant Agreement
because of acts of God, strikes, failure of carrier or utilities, equipment or transmission failure or damage that is reasonably
beyond its control, or any other cause that is reasonably beyond its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or otherwise from such causes. Performance under this Warrant Agreement
shall resume when the affected party or parties are able to perform substantially that party’s duties; provided, that in
no event shall this provision relieve the Company of its indemnification obligations hereunder.


 


9.11
Consequential Damages. Notwithstanding anything in this Warrant Agreement to the contrary, except for indemnification of
third party claims by the Company pursuant to Section 8.4.2, neither party to this Warrant Agreement shall be liable to the other
party for any consequential, indirect, punitive, special or incidental damages of any kind whatsoever (including but not limited
to lost profits), even if that party has been advised of or has foreseen the likelihood of such losses or damages and regardless
of the form of action.


 


9.12
Customer Identification Program. The Company acknowledges that the Warrant Agent is subject to the customer identification
program (“Customer Identification Program”) requirements under the USA PATRIOT Act and its implementing regulations,
and that the Warrant Agent must obtain, verify and record information that allows the Warrant Agent to identify the Company. Accordingly,
prior to accepting an appointment hereunder, the Warrant Agent may request information from the Company that will help the Warrant
Agent to identify the Company, including without limitation the Company’s physical address, tax identification number, organizational
documents, certificate of good standing, license to do business, or any other information that the Warrant Agent deems necessary.
The Company agrees that the Warrant Agent cannot accept an appointment hereunder unless and until the Warrant Agent verifies the
Company’s identity in accordance with the Customer Identification Program requirements.




 


IN
WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	SOLIGENIX,
    INC.	 
	 	 	 
	By:	           	 
	Name:	 	 
	Title:	 	 
	 	 	 
	AMERICAN
    STOCK TRANSFER & TRUST COMPANY, LLC
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 






 


 


 


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