posam1ex10xxxiv_soligenix.htm


     

    EXHIBIT
10.34

     

    


    EXECUTION
COPY

    FIRST
AMENDMENT TO

    COMMON
STOCK PURCHASE AGREEMENT

    


    THIS FIRST AMENDMENT TO COMMON STOCK
PURCHASE AGREEMENT (the “Amendment”), dated as of April 19, 2010, by and
between SOLIGENIX, INC.
(formerly known as DOR BIOPHARMA, INC.), a Delaware corporation (the
“Company”), and FUSION CAPITAL
FUND II, LLC, an Illinois limited liability company (the “Buyer”).
Capitalized terms used herein and not otherwise defined herein shall have the
meanings given to them in the Common Stock Purchase Agreement.

    


    WHEREAS, the parties hereto
are parties to a Common Stock Purchase Agreement dated as of February 14, 2008
(the “Purchase Agreement”) pursuant to which the Buyer has agreed to purchase,
and the Company has agreed to sell up to $8,500,000 of the Common
Stock;

    


    WHEREAS, the parties desire to
amend the Purchase Agreement to extent the Maturity Date to October 31, 2011 and
as otherwise as set forth herein and subject to the terms and conditions
provided herein and in the Purchase Agreement;

     

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

     

    (1)           Amendment.  Section
10(h) is hereby amended and restated in its entirety as follows:

    


    10.           CERTAIN
DEFINED TERMS.

    


    For
purposes of this Agreement, the following terms shall have the following
meanings:

     

    *     *     *

     

    (h) “Maturity
Date” means October 31, 2011 and the Purchase Agreement shall automatically
terminate on such date without any action or notice by either
party.

     

    *     *     *

    


    (2)           Amendment
Warrant.  The Company shall to issue to the Buyer a common
stock purchase warrant (the “Amendment Warrant” to purchase 100,000 shares (the
“Amendment Warrant Shares”) of Common Stock with an exercise price of $.303 per
share and a five (5) year term.  The Amendment Warrant shall be
otherwise in the same form and substance as the Warrant issued under the
Purchase Agreement as amended and restated hereby and as set forth on Exhibit
A attached hereto.  Upon execution hereof, the Amendment
Warrant shall be delivered to the Buyer.  The Amendment Warrant Shares
shall for all purposes under the Purchase Agreement and the Registration Rights
Agreement be considered Warrant Shares except that the Warrant Shares shall not
be entitled to mandatory registration rights but only customary piggy back
registration rights.

    


    (3)           Affirmation of the Company’s
Representations and Warranties.  The Company hereby affirms
that the representations and warranties of the Company set forth in the Purchase
Agreement are true and correct in all material respects (except to the extent
that any of such representations and warranties is already qualified as to
materiality in Section 3 of the Purchase Agreement, in which case, such
representations and warranties shall be true and correct without further
qualification) as of the date when made and as of the date hereof as though made
at this time (except for representations and warranties that speak as of a
specific date).  The Company may update its Disclosure
Schedules.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    (4)           Resolutions; Secretary’s
Certificates.  The Board of Directors of the Company shall have
adopted resolutions similar in form and substance to Exhibit
B of the Purchase Agreement approving this Amendment.  Upon
execution of this Amendment, the Company shall deliver to the Buyer a
secretary's certificate executed by the Secretary of the Company, dated as of
the date hereof, similar in form and substance to Exhibit
C of the Purchase Agreement.

    


    (5)           Registration
Statement.  The Company agrees that it shall use reasonable
best efforts to file a post-effective amendment to the Registration Statement
previously filed in connection with the Purchase Agreement to reflect this
Amendment; or if necessary, withdraw the Registration Statement previously filed
in connection with the Purchase Agreement and file a new registration statement
(the “New Registration Statement”) covering the sale of the any Purchase Shares,
Additional Commitment Shares or Warrant Shares which have been, or which may
from time to time be, issued or issuable upon purchases of the Available Amount
(without regard to any limitation or restriction on purchases) or exercise of
the Warrant or Amendment Warrant, in each case in accordance with the terms of
the Registration Rights Agreement between the Company and the Buyer (the
“Registration Rights Agreement”).  In the event of any conflict
between the terms of the Registration Rights Agreement and the Amendment, the
terms of the Amendment shall govern.

    


    (6)           Miscellaneous.  The
provisions of Section 11 of the Purchase Agreement are hereby expressly
incorporated herein and shall govern this Amendment in all
respects.  Except as expressly set forth herein, all other provisions
in the Purchase Agreement and the Registration Rights Agreement shall remain in
full force and effect.

    


    


    


    *     *     *     *     *

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    


    IN WITNESS WHEREOF, the Buyer
and the Company have caused this First Amendment to Common Stock Purchase
Agreement to be duly executed as of the date first written above.

    


    
      
        	 	THE
      COMPANY:	 
	 	SOLIGENIX,
INC.	 
	 	(formerly know as DOR
      BIOPHARMA, INC.),	 
	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Christopher
      J. Schaber	 
	 	 	Name: Christopher J.
      Schaber	 
	 	 	Title:
      Chief Executive Officer	 
	 	 	 	 
	 	 	 	 
	 	BUYER:	 
	 	FUSION CAPITAL FUND II,
      LLC	 
	 	BY: FUSION CAPITAL PARTNERS,
      LLC	 
	 	BY: ROCKLEDGE CAPITAL
      CORPORATION	 
	 	 	 	 
	 	By:
      	/s/ Josh Scheinfeld	 
	 	 	Name:
      Josh Scheinfeld	 
	 	 	Title:
      President