Exhibit
10.4


 


EXECUTION
COPY


 


PLACEMENT
AGENCY AGREEMENT


 


October
31, 2017


Aegis
Capital Corp.


810
7th Avenue, 18th Floor


New
York, NY 10019


 


Ladies
and Gentlemen:


 


Introduction. Subject
to the terms and conditions herein (this “Agreement”), Soligenix, Inc., a Delaware corporation (the “Company”),
hereby agrees to sell up to an aggregate of One Million Five Hundred Seventy Five Thousand Five Hundred (1,575,500) shares of
common stock (the “Shares”), par value $0.001 per share (the “Common Stock”), (the Shares
or the “Securities”) directly to various investors (each, an “Investor” and, collectively,
the “Investors”) through Aegis Capital Corp. (the “Placement Agent” and, each, a “Placement
Agent”), as placement agent. The Shares shall be offered and sold under the Company’s registration statement on
Form S-3 (File No. 333-217738) with respect to the Shares. The documents executed and delivered by the Company and the Investors
in connection with the Offering (as defined below), including, without limitation, a securities purchase agreement (the “Purchase
Agreement”), shall be collectively referred to herein as the “Transaction Documents.” The purchase
price to the Investors for each Share is $2.00. The Placement Agent may retain other brokers or dealers to act as sub-agents or
selected-dealers on its behalf in connection with the Offering (as defined below). 


 


The
Company hereby confirms its agreement with the Placement Agent as follows:


 


	Section 1.	Agreement to Act as Placement Agent.




 


(a)       On
the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and
conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent in connection with the offering and sale
by the Company of the Shares pursuant to the Company's registration statement on Form S-3 (File No. 333-217738) (the “Registration
Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions
and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable
best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Shares,
or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates”
(as defined below) be obligated to underwrite or purchase any of the Shares for its own account or otherwise provide any financing.
The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority
to bind the Company with respect to any prospective offer to purchase Shares and the Company shall have the sole right to accept
offers to purchase Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment
of the purchase price for, and delivery of, the Shares shall be made at one or more closings (each a “Closing”
and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each
Closing Date, the Company shall pay to the Placement Agent a cash fee equal to seven percent (7%) of the gross proceeds received
by the Company from the sale of the Shares at the Closing of the Offering. 


 






     


    
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(b)       The
Company hereby agrees to issue and sell to the Placement Agent (and/or its designees) on the Closing Date an option (“Placement
Agent’s Warrant”) for the purchase of an aggregate of Thirty One Thousand Five Hundred Ten (31,510) shares of
Common Stock, representing 2.0% of the Shares, for an aggregate purchase price of $100.00. The Placement Agent’s Warrant
agreement, in the form attached hereto as Exhibit A (the “Placement Agent’s Warrant Agreement”), shall
be exercisable, in whole or in part, commencing on a date which is 180 days after the Closing Date and expiring on the five-year
anniversary of the Closing Date at an initial exercise price per shares of Common Stock of $2.50, which is equal to 125% of the
offering price of the Shares. The Placement Agent’s Warrant Agreement and the shares of Common Stock issuable upon exercise
thereof are hereinafter referred to together as the “Placement Agent’s Securities.” The Placement Agent
understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Placement
Agent’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Closing
Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Placement Agent’s
Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that
would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following
the Closing Date to anyone other than (i) a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner
of the Placement Agent or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery
of the Placement Agent’s Warrant Agreement shall be made on the Closing Date and shall be issued in the name or names and
in such authorized denominations as the Placement Agent may request.


 


(c)       The
term of the Placement Agent's exclusive engagement will be until the completion of the Offering (the “Exclusive Term”);
provided, however, that a party hereto may terminate the engagement with respect to itself at any time upon 10 days
written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality,
indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions
will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and
payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be
reimbursed under FINRA Rule 5110(f)(2)(D)(i), will survive any expiration or termination of this Agreement. Nothing in this Agreement
shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or
engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than
the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or
other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries,
controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under
the Securities Act of 1933, as amended (the “Securities Act”).


 






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Section 2.            Representations,
Warranties and Covenants of the Company. The Company hereby
represents, warrants and covenants to the Placement Agent as of the date hereof, and as of each Closing Date, as follows:


 





(a)       Securities
Law Filings. The Company has filed with the Securities and Exchange Commission (the “Commission”) the Registration
Statement under the Securities Act, which was filed on May 5, 2017 for the registration under the Securities Act of the Shares,
as amended on August 8, 2017 and declared effective on August 11, 2017. Following the effectiveness of the Registration Statement
and the determination of pricing among the Company and the prospective Investors introduced to the Company by Placement Agent,
the Company will file with the Commission pursuant to Rules 430A and 424(b) under the Securities Act, and the rules and regulations
(the “Rules and Regulations”) of the Commission promulgated thereunder, a final prospectus relating to the
placement of the Shares, their respective pricings and the plan of distribution thereof and will advise the Placement Agent of
all further information (financial and other) with respect to the Company required to be set forth therein. Such registration
statement, at any given time, including the exhibits thereto filed at such time, as amended at such time, is hereinafter called
the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement
is hereinafter called the “Base Prospectus”; and the amended or supplemented form of prospectus, in the form
in which it will be filed with the Commission pursuant to Rules 430B and/or 424(b) (including the Base Prospectus as so amended
or supplemented) is hereinafter called the “Prospectus Supplement.” The Registration Statement at the time
it originally becomes effective is hereinafter called the “Original Registration Statement.” Any reference
in this Agreement to the Registration Statement, the Original Registration Statement, the Base Prospectus or the Prospectus Supplement
shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”),
if any, which were or are filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
at any given time, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment”
or “supplement” with respect to the Registration Statement, the Original Registration Statement, the Base Prospectus
or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the
date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be
incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information
which is “contained,” “included,” “described,” “referenced,” “set forth”
or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references
of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is
or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement,
as the case may be. The Company has not received any notice that the Commission has issued or intends to issue a stop order suspending
the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement or intends to commence
a proceeding for any such purpose.


 


(b)       Assurances.
The Original Registration Statement, as amended, (and any further documents to be filed with the Commission) contains all exhibits
and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto,
at the time it became effective, complied in all material respects with the Securities Act and the applicable Rules and Regulations
and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading. The Base Prospectus, and the Prospectus Supplement, each as of its respective
date, comply or will comply in all material respects with the Securities Act and the applicable Rules and Regulations. Each of
the Base Prospectus and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof
any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filed with the
Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable rules and regulations
promulgated thereunder, and none of such documents, when they were filed with the Commission, contained any untrue statement of
a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents
incorporated by reference in the Base Prospectus or Prospectus Supplement), in light of the circumstances under which they were
made not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the
date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required
to be filed with the Commission. Except for this Agreement, there are no documents required to be filed with the Commission in
connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or
(y) will not be filed within the requisite time period. Except for this Agreement, there are no contracts or other documents required
to be described in the Base Prospectus or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement,
which have not been described or filed as required.


 






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(c)       Offering
Materials. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior
to each Closing Date, any offering material in connection with the offering and sale of the Securities other than the Base Prospectus,
the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and any other
materials permitted by the Securities Act.


 


(d)       Subsidiaries.
All of the direct and indirect subsidiaries of the Company (the “Subsidiaries”) are set forth in the Incorporated
Documents. Except as disclosed in the Registration Statement, the Company owns, directly or indirectly, all of the capital stock
or other equity interests of each Subsidiary free and clear of any liens, charges, security interests, encumbrances, rights of
first refusal, preemptive rights or other restrictions (collectively, “Liens”), and all of the issued and outstanding
shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar
rights to subscribe for or purchase securities.


 


(e)       Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power
and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company
nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation,
bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business
and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as
the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity
or enforceability of this Agreement or any other agreement entered into between the Company and the Investors, (ii) a material
adverse effect on the results of operations, assets, business, properties, results of operations, prospects or condition (financial
or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s
ability to perform in any material respect on a timely basis its obligations under this Agreement or the transactions contemplated
under the Prospectus Supplement (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no an action,
claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such
as a deposition), whether commenced or threatened (“Proceeding”) has been instituted in any such jurisdiction
revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


 


(f)       Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement and the Prospectus Supplement and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of each of this Agreement and the Transaction Documents by the Company and the consummation by it of
the transactions contemplated hereby and thereby and under the Prospectus Supplement have been duly authorized by all necessary
action on the part of the Company and no further action is required by the Company, the Company’s Board of Directors (the
“Board of Directors”) or the Company’s stockholders in connection therewith other than in connection
with the Required Approvals (as defined below). This Agreement has been duly executed by the Company and, when delivered in accordance
with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance
with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.


 






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(g)       No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the transactions contemplated pursuant
to the Prospectus Supplement and the Transaction Documents, the issuance and sale of the Securities and the consummation by it
of the transactions contemplated hereby and thereby to which it is a party do not and will not (i) conflict with or violate any
provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational
or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would
become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary,
or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or
both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other
understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary
is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation,
order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary
is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or
a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably
be expected to result in a Material Adverse Effect.


 


(h)       Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice
to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of this Agreement and the transactions contemplated
pursuant to the Prospectus Supplement, other than: (i) the filing with the Commission of the Prospectus Supplement, (ii) application(s)
to the Nasdaq Capital Market (the “Trading
Market”) for the listing of the Shares and (iii) such filings as are required to be made under applicable state securities
laws (collectively, the “Required Approvals”).


 


(i)       Issuance
of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the
Prospectus Supplement and the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and
clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The
shares underlying the Placement Agent’s Warrants (the “Placement Agent’s Warrant Shares”),
when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and
clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The
Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to
the Prospectus Supplement and the Transaction Documents. 





 






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(j)       Capitalization.
The capitalization of the Company is as set forth in the Incorporated Documents. The Company has not issued any capital stock
since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options
under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s
employee stock purchase plans and pursuant to the conversion and/or exercise of securities of the Company or the Subsidiaries
which would entitle the holder thereof to acquire at any time any Common Stock, including, without limitation, any debt, preferred
stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for,
or otherwise entitles the holder thereof to receive, Common Stock (“Common Stock Equivalents”) outstanding
as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive
right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement and the
transactions contemplated pursuant to the Prospectus
Supplement. Except as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights
to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible
into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock
of the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any
Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any
Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common
Stock or other securities to any Person (other than the Investors) and will not result in a right of any holder of Company securities
to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no outstanding securities
or instruments of the Company of any Subsidiary that contain any redemption of similar provisions, and there are no contracts,
commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security
of the Company or such Subsidiary. The Company does not have any stock appreciation rights of “phantom stock” plans
or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized.
All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued
in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive
rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the
Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting
agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to
the knowledge of the Company, between or among any of the Company’s stockholders.


 


(k)       SEC
Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents
required or permitted, including current reports on Form 8-K, to be filed by the Company under the Securities Act and the
Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such
shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including
the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus
Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received
a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As
of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and
the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to
Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports comply in all
material respects with applicable accounting requirements and the rules and regulations of the Commission with respect
thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States
generally accepted accounting principles applied on a consistent basis during the periods involved
(“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto
and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all
material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and
the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal,
immaterial, year-end audit adjustments. 


 






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(l)       Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included
within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there
has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse
Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued
expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected
in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company
has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other
property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock
and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company
stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information.
Except for the issuance of the Securities contemplated by the Prospectus Supplement and the Transaction Documents or disclosed
in the Prospectus Supplement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is
reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects,
properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities
laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior
to the date that this representation is made.


 


(m)       Litigation.
Except as set forth in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending
or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties
before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local
or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or
enforceability of any of this Agreement and the transactions contemplated pursuant to the Prospectus Supplement or the Securities
or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither
the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim
of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been,
and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company
or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending
the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities
Act.


 






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(n)       Labor
Relations. No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees
of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’
employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither
the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe
that their relationships with their employees are good. No executive officer of the Company or any Subsidiary, to the knowledge
of the Company, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure
or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant
in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of
its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance
with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and
conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


 


(o)       Compliance.
Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been
waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the
Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is
bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any
court, arbitrator or governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation
of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental
protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as
could not have or reasonably be expected to result in a Material Adverse Effect.


 


(p)       Environmental
Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to
pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or
subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants,
contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment,
or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of
Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses,
notices or notice letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental
Laws”); (ii) have received all permits licenses or other approvals required of them under applicable Environmental Laws
to conduct their respective businesses; and (iii) are in compliance with all terms and conditions of any such permit, license or
approval where in each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually
or in the aggregate, a Material Adverse Effect


 


(q)       Regulatory
Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports,
except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material
Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation
or modification of any Material Permit.


 






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(r)       Title
to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them
and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries,
in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially
interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment
of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment
of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the
Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in
compliance.


 


(s)       Patents
and Trademarks. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks,
trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property
rights and similar rights necessary or material for use in connection with their respective businesses as described in the SEC
Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property
Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of,
the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned,
within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the
latest audited financial statements included within the SEC Reports, a notice (written or otherwise) of a claim or otherwise has
any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as would not have
a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is
no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken
reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except
where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(t)       Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and
in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including,
but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe
that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage
from similar insurers as may be necessary to continue its business without a significant increase in cost.


 


(u)       Transactions
With Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company or
any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party
to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including
any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or
personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments
to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director,
or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case
in excess of $120,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses
incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan
of the Company.


 






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(v)       Sarbanes-Oxley;
Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of
the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated
by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries
maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed
in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted
only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The
Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information
required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers
have evaluated the effectiveness of the Company’s disclosure controls and procedures of the Company and the Subsidiaries
as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date,
the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange
Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their
evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial
reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is
reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.


 


(w)       Certain
Fees. Except as set forth in the Prospectus Supplement, no brokerage or finder’s fees or commissions are or will
be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or
other Person with respect to the transactions contemplated by this Agreement and the transactions contemplated pursuant to
the Prospectus Supplement. The Investors shall have no obligation with respect to any fees or with respect to any claims made
by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the
transactions contemplated by this Agreement and the transactions contemplated pursuant to the Prospectus Supplement.




 


(x)       Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will
not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as
amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject
to registration under the Investment Company Act of 1940, as amended.


 


(y)       Registration
Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act
of any securities of the Company or any Subsidiary.


 






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(z)       Listing
and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the
Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration
of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating
such registration. The Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on
which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or
maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not in the foreseeable
future continue to be, in compliance with all such listing and maintenance requirements. The Common Stock is currently eligible
for electronic transfer through the Depository Trust Company or another established clearing corporation and the Company is current
in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with such
electronic transfer. The issuance and sale of the Shares under the Transaction Documents does not contravene the rules and regulations
of the Trading Market on which the Common Stock is currently listed or quoted, and no approval of the shareholders of the Company
thereunder is required for the Company to issue and deliver to the Investors the maximum number of Shares contemplated by Transaction
Documents.


 


(aa)       Application
of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to
render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a
rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar
charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result
of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the
transactions contemplated pursuant to the Prospectus Supplement, including without limitation as a result of the
Company’s issuance of the Securities and the Investors’ ownership of the Securities.


 


(bb)       Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by this Agreement and the transactions
contemplated pursuant to the Prospectus Supplement and the Transaction Documents, the Company confirms that neither it nor any
other Person acting on its behalf has provided any of the Investors or their agents or counsel with any information that it believes
constitutes or might constitute material, non-public information which is not otherwise disclosed in the Prospectus Supplement.
The Company understands and confirms that the Investors will rely on the foregoing representation in effecting transactions in
securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Investors regarding the Company
and, its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules
to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole
do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading.


 


(cc)        No
Integrated Offering. Assuming the accuracy of the Investors’ representations and warranties set forth in the Transaction
Documents, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly,
made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this
offering of the Shares to be integrated with other components of this Offering or prior offerings or concurrent or future offerings
by the Company for purposes of the Securities Act which would require the registration of the Warrants or any applicable shareholder
approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.


 






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(dd)    Solvency.
Based on the consolidated financial condition of the Company as of each Closing Date, after giving effect to the receipt by the
Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds
the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including
known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to
carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular
capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability
thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate
all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in
respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability
to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt).
The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation
under the bankruptcy or reorganization laws of any jurisdiction within one year from each Closing Date. The SEC Reports sets forth
as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company
or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” means (x) any liabilities
for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of
business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or
not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties
by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;
and (z) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance
with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.


 


(ee)     Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company and its Subsidiaries (i) has made or filed all United States federal, state and local income
and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject,
(ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due
on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of
all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid
taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or
of any Subsidiary know of no basis for any such claim.


 


(ff)    Foreign
Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent
or other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any
unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns
from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person
acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any
provision of the Foreign Corrupt Practices Act of 1977, as amended.


 


(gg)     [Reserved]


 






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(hh)      Accountants.
The Company’s accounting firm is set forth in the Incorporated Documents. To the knowledge and belief of the Company, such
accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion
with respect to the financial statements to be included in the Company’s Annual Report for the fiscal year ending December
31, 2017. 


 


(ii)         Regulation
M Compliance.  The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of any of the Shares, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of,
any of the Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities
of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent in
connection with the placement of the Shares.


 


(jj)         Office
of Foreign Assets Control. Neither the Company nor any Subsidiary, to the Company's knowledge, any director, officer, agent,
employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of
Foreign Assets Control of the U.S. Treasury Department (“OFAC”).


 


(kk)       U.S.
Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the
meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Investor’s
request.


 


(ll)         Bank
Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act
of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the
“Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly
or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or
more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither
the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank
or any entity that is subject to the BHCA and to regulation by the Federal Reserve.


 


(mm)     Money
Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with
applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970,
as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money
Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body
or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Company,
threatened.


 






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(nn)      FDA.
Except as set forth in the SEC Reports, as to each product subject to the jurisdiction of the U.S. Food and Drug Administration
(“FDA”) under the Federal Food, Drug and Cosmetic Act, as amended, and the regulations thereunder (“FDCA”)
that is manufactured, packaged, labeled, tested, distributed, sold, and/or marketed by the Company or any of its Subsidiaries
(each such product, a “Pharmaceutical Product”), such Pharmaceutical Product is being manufactured, packaged,
labeled, tested, distributed, sold and/or marketed by the Company in compliance with all applicable requirements under FDCA and
similar laws, rules and regulations relating to registration, investigational use, premarket clearance, licensure, or application
approval, good manufacturing practices, good laboratory practices, good clinical practices, product listing, quotas, labeling,
advertising, record keeping and filing of reports, except where the failure to be in compliance would not have a Material Adverse
Effect. There is no pending, completed or, to the Company's knowledge, threatened, action (including any lawsuit, arbitration,
or legal or administrative or regulatory proceeding, charge, complaint, or investigation) against the Company or any of its Subsidiaries,
and none of the Company or any of its Subsidiaries has received any notice, warning letter or other communication from the FDA
or any other governmental entity, which (i) contests the premarket clearance, licensure, registration, or approval of, the uses
of, the distribution of, the manufacturing or packaging of, the testing of, the sale of, or the labeling and promotion of any
Pharmaceutical Product, (ii) withdraws its approval of, requests the recall, suspension, or seizure of, or withdraws or orders
the withdrawal of advertising or sales promotional materials relating to, any Pharmaceutical Product, (iii) imposes a clinical
hold on any clinical investigation by the Company or any of its Subsidiaries, (iv) enjoins production at any facility of the Company
or any of its Subsidiaries, (v) enters or proposes to enter into a consent decree of permanent injunction with the Company or
any of its Subsidiaries, or (vi) otherwise alleges any violation of any laws, rules or regulations by the Company or any of its
Subsidiaries, and which, either individually or in the aggregate, would have a Material Adverse Effect. The properties, business
and operations of the Company have been and are being conducted in all material respects in accordance with all applicable laws,
rules and regulations of the FDA.  The Company has not been informed by the FDA that the FDA will prohibit the marketing,
sale, license or use in the United States of any product proposed to be developed, produced or marketed by the Company nor has
the FDA expressed any concern as to approving or clearing for marketing any product being developed or proposed to be developed
by the Company.


 


(oo)      Clinical
Trials. The pre-clinical and other studies and tests conducted by or on behalf of or sponsored by the Company or its
subsidiaries that are described or referred to in the Registration Statement, were and, if still pending, are being conducted
in accordance in all material respects with all statutes, laws, rules and regulations, as applicable (including, without
limitation, those administered by the FDA or by any foreign, federal, state or local governmental or regulatory authority
performing functions similar to those performed by the FDA). The descriptions of the results of such studies and tests that
are described or referred to in the Registration Statement are accurate and complete in all material respects and fairly
present the published data derived from such studies and tests, and each of the Company and its subsidiaries has no knowledge
of other studies or tests the results of which are materially inconsistent with or otherwise call into question the results
described or referred to in the Registration Statement. Except as described in the Registration Statement, neither the
Company nor its Subsidiaries has received any notices or other correspondence from the FDA or any other foreign, federal,
state or local governmental or regulatory authority performing functions similar to those performed by the FDA with respect
to any ongoing clinical or pre-clinical studies or tests requiring the termination or suspension of such studies or tests.
For the avoidance of doubt, the Company makes no representation or warranty that the results of any studies, tests or
preclinical or clinical trials conducted by or on behalf of the Company will be sufficient to obtain governmental approval
from the FDA or any foreign, state or local governmental body exercising comparable authority. The studies, tests and
preclinical and clinical investigations conducted by or on behalf of the Company and its Subsidiaries were and, if
still pending, are, in all material respects, being conducted in accordance with established protocols, procedures and
controls pursuant to accepted professional scientific standards and all applicable Health Care Laws and Regulatory Permits,
including, without limitation, the FDCA and its implementing regulations set forth at 21 C.F.R. Parts 50, 54, 56, 58, and
312; the descriptions of the results of such studies, tests and trials contained in the Registration Statement are accurate
in all material respects and fairly present the data derived from such studies, tests and trials; except to the extent
disclosed in the Registration Statement, the Company is not aware of any studies, tests or trials the results of which the
Company believes reasonably call into question in any material respect, the study, test, or trial results described or
referred to in the Registration Statement when viewed in the context in which such results are described and the clinical
state of development; and neither the Company nor any of its Subsidiaries have received any notices or correspondence from
any governmental authority requiring the termination, suspension or material modification of any studies, tests or
preclinical or clinical investigations conducted by or on behalf of the Company or any of its Subsidiaries.


 






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(pp)    Certificates.
Any certificate signed by an officer of the Company and delivered to the Placement Agent or to counsel for the Placement
Agent shall be deemed to be a representation and warranty by the Company to the Placement Agent as to the matters set forth
therein.


 


(qq)    Reliance.
The Company acknowledges that the Placement Agent will rely upon the accuracy and truthfulness of the foregoing representations
and warranties and hereby consents to such reliance. 


 


(rr)    FINRA
Affiliations. There are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the
knowledge of the Company, any five percent (5%) or greater stockholder of the Company.


 


(ss)    Lock-Up
Agreements. Schedule A hereto contains a complete and accurate list of the Company’s officers and directors (collectively,
the “Lock-Up Parties”). The Company has caused each of the Lock-Up Parties to deliver to the Placement Agent
an executed Lock-Up Agreement, in the form attached hereto as Exhibit B (the “Lock-Up Agreement”), prior to
the execution of this Agreement.


 


Section 3.           Delivery and
Payment. Each Closing shall occur at the offices of Gracin & Marlow, LLP, The Chrysler Building, 405 Lexington
Avenue, New York, New York 10174 (or at such other place as shall be agreed upon by the Placement Agent and the Company)
(“Placement Agent Counsel”). Subject to the terms and conditions hereof, at each Closing payment of the
purchase price for the Securities sold on such Closing Date shall be made by Federal Funds wire transfer, against delivery of
such Securities, and such Securities shall be registered in such name or names and shall be in such denominations, as the
Placement Agent may request at least one business day before the time of purchase (as defined below).


 


Deliveries of the documents
with respect to the purchase of the Securities, if any, shall be made at the offices of Placement Agent Counsel. All actions taken
at a Closing shall be deemed to have occurred simultaneously.


 






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Section 4.            Covenants and Agreements
of the Company. The Company further covenants and agrees with the Placement Agent as follows:


 





(a)        Registration Statement Matters. The Company will advise the Placement Agent promptly after it receives notice thereof
of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to any Prospectus
Supplement or any amended Prospectus Supplement has been filed and will furnish the Placement Agent with copies thereof. The Company
will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the
Commission pursuant to Section 13(a), 14 or 15(d) of the Exchange Act subsequent to the date of any Prospectus Supplement and for
so long as the delivery of a prospectus is required in connection with the Offering. The Company will advise the Placement Agent,
promptly after it receives notice thereof (i) of any request by the Commission to amend the Registration Statement or to amend
or supplement any Prospectus Supplement or for additional information, and (ii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed at any
Incorporated Document, if any, or any amendment or supplement thereto or any order preventing or suspending the use of the Base
Prospectus or any Prospectus Supplement or any amendment or supplement thereto or any post-effective amendment to the Registration
Statement, of the suspension of the qualification of the Shares or Warrants for offering or sale in any jurisdiction, of the institution
or threatened institution of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing
of the Registration Statement or a Prospectus Supplement or for additional information. The Company shall use its best efforts
to prevent the issuance of any such stop order or prevention or suspension of such use.  If the Commission shall enter any
such stop order or order or notice of prevention or suspension at any time, the Company will use its best efforts to obtain the
lifting of such order at the earliest possible moment, or will file a new registration statement and use its best efforts to have
such new registration statement declared effective as soon as practicable.  Additionally, the Company agrees that it shall
comply with the provisions of Rules 424(b), 430A, 430B and 430C, as applicable, under the Securities Act, including with respect
to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company
under such Rule 424(b) are received in a timely manner by the Commission.




 


(b)       Blue
Sky Compliance. The Company will cooperate with the Placement Agent and the Investors in endeavoring to qualify the Securities
for sale under the securities laws of such jurisdictions (United States and foreign) as the Placement Agent and the Investors
may reasonably request and will make such applications, file such documents, and furnish such information as may be reasonably
required for that purpose, provided the Company shall not be required to qualify as a foreign corporation or to file a general
consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent, and provided
further that the Company shall not be required to produce any new disclosure document other than a Prospectus Supplement. The
Company will, from time to time, prepare and file such statements, reports and other documents as are or may be required to continue
such qualifications in effect for so long a period as the Placement Agent may reasonably request for distribution of the Securities.
The Company will advise the Placement Agent promptly of the suspension of the qualification or registration of (or any such exemption
relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for
any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the
Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.


 





(c)        Amendments and Supplements to a Prospectus Supplement and Other Matters. The Company will comply with the Securities Act
and the Exchange Act, and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution
of the Securities as contemplated in this Agreement, the Incorporated Documents and any Prospectus Supplement. If during the period
in which a prospectus is required by law to be delivered in connection with the distribution of Securities contemplated by the
Incorporated Documents or any Prospectus Supplement (the “Prospectus Delivery Period”), any event shall occur
as a result of which, in the judgment of the Company or in the opinion of the Placement Agent or counsel for the Placement Agent,
it becomes necessary to amend or supplement the Incorporated Documents or any Prospectus Supplement in order to make the statements
therein, in the light of the circumstances under which they were made, as the case may be, not misleading, or if it is necessary
at any time to amend or supplement the Incorporated Documents or any Prospectus Supplement or to file under the Exchange Act any
Incorporated Document to comply with any law, the Company will promptly prepare and file with the Commission, and furnish at its
own expense to the Placement Agent and to dealers, an appropriate amendment to the Registration Statement or supplement to the
Registration Statement, the Incorporated Documents or any Prospectus Supplement that is necessary in order to make the statements
in the Incorporated Documents and any Prospectus Supplement as so amended or supplemented, in the light of the circumstances under
which they were made, as the case may be, not misleading, or so that the Registration Statement, the Incorporated Documents or
any Prospectus Supplement, as so amended or supplemented, will comply with law. Before amending the Registration Statement or
supplementing the Incorporated Documents or any Prospectus Supplement in connection with the Offering, the Company will furnish
the Placement Agent with a copy of such proposed amendment or supplement and will not file any such amendment or supplement to
which the Placement Agent reasonably objects.


 






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(d)      
Copies of any Amendments and Supplements to a Prospectus Supplement. The Company will furnish the Placement Agent, without
charge, during the period beginning on the date hereof and ending on the later of the last Closing Date of the Offering, as many
copies of the Incorporated Documents and any Prospectus Supplement and any amendments and supplements thereto (including any Incorporated
Documents, if any) as the Placement Agent may reasonably request.


 


(e)      
Free Writing Prospectus. The Company covenants that it will not, unless it obtains the prior written consent of the Placement
Agent, make any offer relating to the Shares that would constitute a Company Free Writing Prospectus or that would otherwise constitute
a “free writing prospectus” (as defined in Rule 405 of the Securities Act) required to be filed by the Company
with the Commission or retained by the Company under Rule 433 of the Securities Act. In the event that the Placement Agent expressly
consents in writing to any such free writing prospectus (a “Permitted Free Writing Prospectus”), the Company
covenants that it shall (i) treat each Permitted Free Writing Prospectus as a Company Free Writing Prospectus, and (ii) comply
with the requirements of Rule 164 and 433 of the Securities Act applicable to such Permitted Free Writing Prospectus, including
in respect of timely filing with the Commission, legending and record keeping.




 


(f)        Transfer
Agent. The Company will maintain, at its expense, a registrar and transfer agent for the Common Stock.


 


(g)        Earnings Statement. As soon
as practicable and in accordance with applicable requirements under the Securities Act, but in any event not later than 18 months
after the last Closing Date, the Company will make generally available to its security holders and to the Placement Agent an earnings
statement, covering a period of at least 12 consecutive months beginning after the last Closing Date, that satisfies the provisions
of Section 11(a) and Rule 158 under the Securities Act. 


 


(h)       Periodic
Reporting Obligations. During the Prospectus Delivery Period, the Company will duly file, on a timely basis, with the Commission
and the Trading Market all reports and documents required to be filed under the Exchange Act within the time periods and in the
manner required by the Exchange Act.


 


(i)       Additional
Documents. The Company will enter into any subscription, purchase or other customary agreements as the Placement Agent
or the Investors deem necessary or appropriate to consummate the Offering, all of which will be in form and substance reasonably
acceptable to the Placement Agent and the Investors. The Company agrees that the Placement Agent may rely upon, and each is a third
party beneficiary of, the representations and warranties, and applicable covenants, set forth in any such purchase, subscription
or other agreement with Investors in the Offering.


 






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(j)       No
Manipulation of Price.  The Company will not take, directly or indirectly, any action designed to cause or result
in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any
securities of the Company.


 


(k)       Acknowledgment.
The Company acknowledges that any advice given by the Placement Agent to the Company is solely for the benefit and use of the Board
of Directors of the Company and may not be used, reproduced, disseminated, quoted or referred to, without the Placement Agent's
prior written consent.


 


(l)        Company
Lock-Up Agreement. The Company, on behalf of itself and any successor entity, agrees that, without the prior written
consent of the Placement Agent, it will not, for a period of 90 days after the date of this Agreement (the “Lock-Up
Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or
indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for
shares of capital stock of the Company; (ii)other than pursuant to a registration statement for the registration of shares of
Common Stock issued in its private placement for which the Placement Agent has also served as a placement agent file or cause
to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the
Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or
(iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or
(iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or
otherwise.


 


The restrictions contained in this Section 4(l) shall not apply to (i) the Shares to be sold
to the Purchasers under the Purchase Agreements, or (ii) the issuance by the Company of shares of Common Stock upon the exercise
of a stock option or warrant or the conversion of a security outstanding on the date hereof, of which the Placement Agent has
been made aware, or (iii) the issuance of stock options to employees, directors and consultants pursuant to equity compensation
plans described in the Registration Statement, the Prospectus and Prospectus Supplement.


 


(m)       Release
of D&O Lock-up Period. If the Placement Agent, in its sole discretion, agrees to release or waive the restrictions set
forth in the Lock-Up Agreements described in Section 2(qq) hereof for an officer or director of the Company and provide the Company
with notice of the impending release or waiver at least three (3) Business Days before the effective date of the release or waiver,
the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto
through a major news service at least two (2) Business Days before the effective date of the release or waiver.


 






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Section 5.           Conditions of the Obligations
of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations
and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing
Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on
and as of such dates, and to each of the following additional conditions:


 


(a)       Accountants’
Comfort Letter. On the date hereof, the Placement Agent shall have received, and the Company shall have caused to be delivered
to the Placement Agent, a letter from each of EisnerAmper LLP. with
respect to the Company’s financial statements for the fiscal years ended December 31, 2016 and 2015 (the independent registered
public accounting firms of the Company), addressed to the Placement Agent, dated as of the date hereof, in form and substance
satisfactory to the Placement Agent. The letter shall not disclose any change in the condition (financial or other), earnings,
operations, business or prospects of the Company from that set forth in the Incorporated Documents or the applicable Prospectus
Supplement, which, in the Placement Agent's sole judgment, is material and adverse and that makes it, in the Placement Agent's
sole judgment, impracticable or inadvisable to proceed with the Offering of the Shares as contemplated by such Prospectus Supplement.


 


(b)       Compliance
with Registration Requirements; No Stop Order; No Objection from the FINRA. Each
Prospectus Supplement (in accordance with Rule 424(b)) and “free writing prospectus” (as defined in Rule 405
of the Securities Act), if any, shall have been duly filed with the Commission, as appropriate; no stop order suspending the effectiveness
of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated
or threatened by the Commission; no order preventing or suspending the use of any Prospectus Supplement shall have been issued
and no proceeding for that purpose shall have been initiated or threatened by the Commission; no order having the effect of ceasing
or suspending the distribution of the Shares or any other securities of the Company shall have been issued by any securities commission,
securities regulatory authority or stock exchange and no proceedings for that purpose shall have been instituted or shall be pending
or, to the knowledge of the Company, contemplated by any securities commission, securities regulatory authority or stock exchange;
all requests for additional information on the part of the Commission shall have been complied with; and the FINRA shall have
raised no objection to the fairness and reasonableness of the placement terms and arrangements.


 


(c)       Corporate
Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration
Statement and each Prospectus Supplement, and the registration, sale and delivery of the Securities, shall have been
completed or resolved in a manner reasonably satisfactory to the Placement Agent Counsel, and such counsel shall have been
furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the
matters referred to in this Section 5.


 


(d)       No
Material Adverse Change. Subsequent to the execution and delivery of this Agreement and prior to each Closing Date, in the
Placement Agent’s sole judgment after consultation with the Company, there shall not have occurred any Material Adverse Change
or Material Adverse Effect.


 


(e)       Opinion
of Counsel for the Company. The Placement Agent shall have received on each Closing Date a certificate of the Company, dated
as of such Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company, to the effect that,
and the Placement Agent shall be satisfied that, the signers of such certificate have reviewed the Registration Statement, the
Incorporated Documents, any Prospectus Supplement, and this Agreement and to the further effect that:


 


(f)       Intentionally
Omitted.


 






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(g)       Officers’
Certificate. The Placement Agent shall have received on each Closing Date a certificate of the Company, dated as of such Closing
Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company, to the effect that, and the Placement Agent
shall be satisfied that, the signers of such certificate have reviewed the Transaction Documents, and this Agreement and to the
further effect that:


 


(i)       The
representations and warranties of the Company in this Agreement are true and correct, as if made on and as of such Closing Date,
and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied
at or prior to such Closing Date;


 


(ii)       No
stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or any Prospectus Supplement
has been issued and no proceedings for that purpose have been instituted or are pending or, to the Company’s knowledge,
threatened under the Securities Act; no order having the effect of ceasing or suspending the distribution of the Shares or any
other securities of the Company has been issued by any securities commission, securities regulatory authority or stock exchange
in the United States and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company,
contemplated by any securities commission, securities regulatory authority or stock exchange in the United States;




 


(iii)       When
the Registration Statement became effective, at the time of sale, and at all times subsequent thereto up to the delivery of such
certificate, the Registration Statement and the Incorporated Documents, if any, when such documents became effective or were filed
with the Commission, contained all material information required to be included therein by the Securities Act and the Exchange
Act and the applicable rules and regulations of the Commission thereunder, as the case may be, and in all material respects conformed
to the requirements of the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder,
as the case may be, and the Registration Statement and the Incorporated Documents, if any, did not and do not include any untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading (provided, however, that the preceding representations
and warranties contained in this paragraph (iii) shall not apply to any statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Company by the Placement Agent expressly for use therein) and, since the effective
date of the Registration Statement, there has occurred no event required by the Securities Act and the rules and regulations of
the Commission thereunder to be set forth in the Incorporated Documents which has not been so set forth; and


 


(iv)       Subsequent
to the respective dates as of which information is given in the Registration Statement, the Incorporated Documents and any Prospectus
Supplement, there has not been: (a) any Material Adverse Change; (b) any transaction that is material to the Company and the Subsidiaries
taken as a whole, except transactions entered into in the ordinary course of business; (c) any obligation, direct or contingent,
that is material to the Company and the Subsidiaries taken as a whole, incurred by the Company or any Subsidiary, except obligations
incurred in the ordinary course of business; (d) any material change in the capital stock (except changes thereto resulting from
the exercise of outstanding stock options or warrants) or outstanding indebtedness of the Company or any Subsidiary; (e) any dividend
or distribution of any kind declared, paid or made on the capital stock of the Company; or (f) any loss or damage (whether or
not insured) to the property of the Company or any Subsidiary which has been sustained or will have been sustained which has a
Material Adverse Effect.


 






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(h)       Bring-down
Comfort Letter.  On each Closing Date, the Placement Agent shall have received from EisnerAmper LLP. with
respect to the Company’s financial statements for the fiscal years ended December 31, 2016 and 2015 , or such other independent registered
public accounting firm of the Company, a letter dated as of such Closing Date, in form and substance satisfactory to the Placement
Agent, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (a) of this
Section 5, except that the specified date referred to therein for the carrying out of procedures shall be no more than three
business days prior to such Closing Date.


 


(i)       Stock
Exchange Listing. The Common Stock shall be registered under the Exchange Act and shall be listed on the Trading Market, and
the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration
of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the Trading Market, nor
shall the Company have received any information suggesting that the Commission or the Trading Market is contemplating terminating
such registration or listing.


 


(j)       Placement
Agent’s Warrant Agreements. On or before the Closing Date, the Placement Agent shall have received executed copies of
the Placement Agent’s Warrant Agreements.


 


(k)       Lock-Up
Agreements. On or before the date of this Agreement, the Company shall have delivered to the Placement Agent executed copies
of the Lock-Up Agreements from each of the persons listed in Schedule A hereto.


 


(l)       Additional
Documents. On or before each Closing Date, the Placement Agent and counsel for the Placement Agent shall have received such
information and documents as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of
the Securities as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the
satisfaction of any of the conditions or agreements, herein contained.


 


If any condition specified
in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Placement Agent
by notice to the Company at any time on or prior to a Closing Date, which termination shall be without liability on the part of
any party to any other party, except that Section 6 (Payment of Expenses), Section 7 (Indemnification and Contribution) and Section
8 (Representations and Indemnities to Survive Delivery) shall at all times be effective and shall survive such termination.


 


Section 6.            Payment
of Expenses. The Company agrees to pay all costs, fees and expenses incurred by the Company in connection with the performance
of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation: (i) all
expenses incident to the issuance, delivery and qualification of the Securities (including all printing and engraving costs);
(ii) all fees and expenses of the registrar and transfer agent of the Common Stock; (iii) all necessary issue, transfer and other
stamp taxes in connection with the issuance and sale of the Securities; (iv) all fees and expenses of the Company’s
counsel, independent public or certified public accountants and other advisors; (v) all costs and expenses incurred in connection
with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements,
exhibits, schedules, consents and certificates of experts), the Base Prospectus and each Prospectus Supplement, and all amendments
and supplements thereto, and this Agreement; (vi) all filing fees, reasonable attorneys’ fees and expenses incurred by the
Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or
any part of the Securities for offer and sale under the state securities or blue sky laws or the securities laws of any other
country; (vii) the fees and expenses associated with including the Securities on the Trading Market; (ix)
the fees and expenses of the Underwriter's legal counsel not to exceed $25,000;; and (x) all other fees, costs and expenses referred
to in Part II of the Registration Statement.


 






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	Section 7.	Indemnification and Contribution.




 


(a) The Company
agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling the Placement Agent (within
the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its
affiliates and each such controlling person (the Placement Agent, and each such entity or person. an “Indemnified Person”)
from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”),
and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of one counsel
for all Indemnified Persons, except as otherwise expressly provided herein) (collectively, the “Expenses”)
as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any Actions, whether or not any
Indemnified Person is a party thereto, (i) caused by, or arising out of or in connection with, any untrue statement or alleged
untrue statement of a material fact contained in any Incorporated Document or by any omission or alleged omission to state therein
a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading
(other than untrue statements or alleged untrue statements in, or omissions or alleged omissions from, information relating to
an Indemnified Person furnished in writing by or on behalf of such Indemnified Person expressly for use in the Incorporated Documents)
or (ii) otherwise arising out of or in connection with advice or services rendered or to be rendered by any Indemnified Person
pursuant to this Agreement, the transactions contemplated thereby or any Indemnified Person's actions or inactions in connection
with any such advice, services or transactions; provided, however, that, in the case of clause (ii) only, the Company
shall not be responsible for any Liabilities or Expenses of any Indemnified Person that are finally judicially determined to have
resulted solely from such Indemnified Person's (x) gross negligence or willful misconduct in connection with any of the advice,
actions, inactions or services referred to above or (y) use of any offering materials or information concerning the Company in
connection with the offer or sale of the Securities in the Offering which were not authorized for such use by the Company and
which use constitutes gross negligence or willful misconduct. The Company also agrees to reimburse each Indemnified Person for
all Expenses as they are incurred in connection with enforcing such Indemnified Person's rights under this Agreement.


 


(b)       Upon
receipt by an Indemnified Person of actual notice of an Action against such Indemnified Person with respect to which indemnity
may be sought under this Agreement, such Indemnified Person shall promptly notify the Company in writing; provided that failure
by any Indemnified Person so to notify the Company shall not relieve the Company from any liability which the Company may have
on account of this indemnity or otherwise to such Indemnified Person, except to the extent the Company shall have been prejudiced
by such failure. The Company shall, if requested by the Placement Agent, assume the defense of any such Action including the employment
of counsel reasonably satisfactory to the Placement Agent, which counsel may also be counsel to the Company. Any Indemnified Person
shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company has failed promptly to assume the defense
and employ counsel or (ii) the named parties to any such Action (including any impeded parties) include such Indemnified Person
and the Company, and such Indemnified Person shall have been advised in the reasonable opinion of counsel that there is an actual
conflict of interest that prevents the counsel selected by the Company from representing both the Company (or another client of
such counsel) and any Indemnified Person; provided that the Company shall not in such event be responsible hereunder for the fees
and expenses of more than one firm of separate counsel for all Indemnified Persons in connection with any Action or related Actions,
in addition to any local counsel. The Company shall not be liable for any settlement of any Action effected without its written
consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the
Placement Agent (which shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise
seek to terminate any pending or threatened Action in respect of which indemnification or contribution may be sought hereunder
(whether or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination includes
an unconditional release of each Indemnified Person from all Liabilities arising out of such Action for which indemnification or
contribution may be sought hereunder. The indemnification required hereby shall be made by periodic payments of the amount thereof
during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.


 






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(c)       In
the event that the foregoing indemnity is unavailable to an Indemnified Person other than in accordance with this Agreement, the
Company shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate
to reflect (i) the relative benefits to the Company, on the one hand, and to the Placement Agent and any other Indemnified Person,
on the other hand, of the matters contemplated by this Agreement or (ii) if the allocation provided by the immediately preceding
clause is not permitted by applicable law, not only such relative benefits but also the relative fault of the Company, on the one
hand, and the Placement Agent and any other Indemnified Person, on the other hand, in connection with the matters as to which such
Liabilities or Expenses relate, as well as any other relevant equitable considerations; provided that in no event shall the Company
contribute less than the amount necessary to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities
and Expenses in excess of the amount of fees actually received by the Placement Agent pursuant to this Agreement. For purposes
of this paragraph, the relative benefits to the Company, on the one hand, and to the Placement Agent on the other hand, of the
matters contemplated by this Agreement shall be deemed to be in the same proportion as (a) the total value paid or contemplated
to be paid to or received or contemplated to be received by the Company in the transaction or transactions that are within the
scope of this Agreement, whether or not any such transaction is consummated, bears to (b) the fees paid to the Placement Agent
under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation within the meaning of Section
11(f) of the Securities Act, as amended, shall be entitled to contribution from a party who was not guilty of fraudulent misrepresentation.


 


(d)       The
Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise)
to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this
Agreement, the transactions contemplated thereby or any Indemnified Person's actions or inactions in connection with any such advice,
services or transactions except for Liabilities (and related Expenses) of the Company that are finally judicially determined to
have resulted solely from such Indemnified Person's gross negligence or willful misconduct in connection with any such advice,
actions, inactions or services.


 






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(e)       The
reimbursement, indemnity and contribution obligations of the Company set forth herein shall apply to any modification of this Agreement
and shall remain in full force and effect regardless of any termination of, or the completion of any Indemnified Person's services
under or in connection with, this Agreement.


 


Section 8.         Representations
and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements
of the Company or any person controlling the Company, of its officers, and of the Placement Agent set forth in or made pursuant
to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Placement
Agent, the Company, or any of its or their partners, officers or directors or any controlling person, as the case may be, and
will survive delivery of and payment for the Securities sold hereunder and any termination of this Agreement. A successor to a
Placement Agent, or to the Company, its directors or officers or any person controlling the Company, shall be entitled to the
benefits of the indemnity, contribution and reimbursement agreements contained in this Agreement.


 


Section 9.            Notices.
All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties
hereto as follows:


 


If to the Placement Agent to the address
set forth above, attention: David Bocchi, Facsimile: (212) 813-1047


 


With a copy to: 


 


Gracin & Marlow, LLP 


The Chrysler Building


405 Lexington Avenue, 26th
Floor


New York, NY 10174


Facsimile: (212) 208-4657


Attention: Leslie Marlow, Esq.


 


If to the Company:


 


Soligenix, Inc.


29 Emmons Drive, Suite C-10


Princeton, NJ 08540


Attention: Chief Executive Officer


Facsimile No.:


 


With a copy to: 


 


Duane Morris


Boca Center Tower II


5100 Town Center Circle, Suite 650


Boca Raton, Florida 33486-9000


Facsimile: (561)634-4260


Attention: Driscoll Ugarte, Esq.


 


Any party hereto may
change the address for receipt of communications by giving written notice to the others.


 






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Section 10.         Successors. This
Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the employees, officers and
directors and controlling persons referred to in Section 7 hereof, and to their respective successors, and personal representative,
and no other person will have any right or obligation hereunder.


 


Section 11.         Partial Unenforceability.
The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability
of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason
determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as
are necessary to make it valid and enforceable.


 


Section 12.         Governing Law Provisions.
This Agreement shall be deemed to have been made and delivered in New York City and both this engagement letter and the transactions
contemplated hereby shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal
laws of the State of New York, without regard to the conflict of laws principles thereof. Each of the Placement Agent and the Company:
(i) agrees that any legal suit, action or proceeding arising out of or relating to this engagement letter and/or the transactions
contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District
Court for the Southern District of New York, (ii) waives any objection which it may have or hereafter to the venue of any such
suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction of the New York Supreme Court, County of New York,
and the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the
Placement Agent and the Company further agrees to accept and acknowledge service of any and all process which may be served in
any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for
the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s
address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding,
and service of process upon the Placement Agent mailed by certified mail to the Placement Agent’s address shall be deemed
in every respect effective service process upon the Placement Agent, in any such suit, action or proceeding. Notwithstanding any
provision of this engagement letter to the contrary, the Company agrees that neither the Placement Agent nor its affiliates, and
the respective officers, directors, employees, agents and representatives of the Placement Agent, its affiliates and each other
person, if any, controlling the Placement Agent or any of its affiliates, shall have any liability (whether direct or indirect,
in contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described herein except
for any such liability for losses, claims, damages or liabilities incurred by us that are finally judicially determined to have
resulted from the bad faith or gross negligence of such individuals or entities. If either party shall commence an action or proceeding
to enforce any provision of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other
party for its reasonable attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution
of such action or proceeding.


 


	Section 13.	General Provisions.




 


(a)       This
Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous
oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two
or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were
upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no
condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit.
Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of
this Agreement.


 


(b)       The
Company acknowledges that in connection with the offering of the Securities: (i) the Placement Agent has acted at arms length,
are not agents of, and owe no fiduciary duties to the Company or any other person, (ii) the Placement Agent owes the Company only
those duties and obligations set forth in this Agreement and (iii) the Placement Agent may have interests that differ from those
of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Placement
Agent arising from an alleged breach of fiduciary duty in connection with the offering of the Securities


 


[The remainder of this page has been
intentionally left blank.]


 






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If the foregoing is
in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts
hereof, shall become a binding agreement in accordance with its terms.


 





	 	Very truly yours, 
	 	SOLIGENIX, INC.
	 	a Delaware corporation 
	 	 	 	 
	 	By:	/s/
    Christopher J. Schaber, PhD
	 	 	Name:	Christopher J. Schaber, PhD
	 	 	Title:	President and CEO




 


The foregoing Placement
Agency Agreement is hereby confirmed and accepted as of the date first above written.


 





	AEGIS CAPITAL CORP.	 
	 	 
	By:	/s/
    David Bocchi	 
	 	Name:	David Bocchi	 
	 	Title:	Head of Investment Banking	 




 






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Schedule A


 


List of Lock-Up Parties


 


 





 



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Exhibit A


 


Form of Placement Agent’s Warrant
Agreement


 


THE REGISTERED HOLDER
OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT
AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR
HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE CLOSING DATE (DEFINED BELOW) TO ANYONE
OTHER THAN (I) AEGIS CAPITAL CORP. OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER
OF AEGIS CAPITAL CORP. OR OF ANY SUCH SELECTED DEALER.


 


THIS PURCHASE WARRANT
IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE CLOSING DATE OF THE OFFERING]. VOID AFTER
5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE CLOSING DATE OF THE OFFERING].


 


COMMON STOCK PURCHASE WARRANT


 


For the Purchase of [_____] Common Stock


of


Soligenix, Inc.


 


1.           Purchase Warrant. THIS CERTIFIES
THAT, in consideration of funds duly paid by or on behalf of Aegis Capital Corp. (“Holder”), as registered owner
of this Purchase Warrant, to Soligenix, Inc., a Delaware corporation (the “Company”), Holder is entitled, at
any time or from time to time from [________________] [DATE THAT IS 180 DAYS FROM THE CLOSING DATE OF THE OFFERING] (the
“Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS
FROM THE CLOSING DATE OF THE OFFERING] (the ”Expiration Date”), but not thereafter, to subscribe
for, purchase and receive, in whole or in part, up to [____] shares of the Company’s common stock, $0.001 par value per share
(the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which
banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which
is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not
to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $2.50 per Share;
provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted
by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall
be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted
exercise price, depending on the context.


 






     


    
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2.           Exercise.


 


2.1       Exercise
Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed and
delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being purchased
payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check
or official bank check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time,
on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented
hereby shall cease and expire.


 


2.2       Cashless
Exercise.  If at any time after the Commencement Date there is no effective registration statement registering, or no
current prospectus available for, the resale of the Shares by the Holder, then in lieu of exercising this Purchase Warrant by
payment of cash or check payable to the order of the Company pursuant to Section 2.1 above, Holder may elect to receive the number
of Shares equal to the value of this Purchase Warrant (or the portion thereof being exercised), by surrender of this Purchase
Warrant to the Company, together with the exercise form attached hereto, in which event the issue to Holder, Shares in accordance
with the following formula:


 





	X	=	Y(A-B)	 
	A	 


 


	Where,	 	 	 
	 	X	=	The number of Shares to be issued to Holder;
	 	Y	=	The number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The fair market value of one Share; and
	 	B	=	The Exercise Price.


 


For
purposes of this Section 2.2, the fair market value of a Share is defined as follows:


 


		(i)	if
                                         the Company’s common stock is traded on a securities exchange, the value shall
                                         be deemed to be the closing price on such exchange prior to the exercise form being submitted
                                         in connection with the exercise of the Purchase Warrant; or



		(ii)	if
                                         the Company’s common stock is actively traded over-the-counter, the value shall
                                         be deemed to be the closing bid prior to the exercise form being submitted in connection
                                         with the exercise of the Purchase Warrant; if there is no active public market, the value
                                         shall be the fair market value thereof, as determined in good faith by the Company’s
                                         Board of Directors.



 


2.3
     Legend. Each certificate for the securities purchased under this Purchase Warrant shall
bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (the “Act”):


 


“The
securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”),
or applicable state law. Neither the securities nor any interest therein may be offered for sale, sold or otherwise transferred
except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from registration
under the Securities Act and applicable state law which, in the opinion of counsel to the Company, is available.”


 






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3.           Transfer.


 


3.1       General
Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder
will not: (a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant for a period of one hundred eighty (180) days
following the Closing Date to anyone other than: (i) Aegis Capital Corp. (“Aegis”) or a selected dealer participating
in the Offering, or (ii) a bona fide officer or partner of AEGIS or of any such selected dealer, in each case in accordance with
FINRA Conduct Rule 5110(g)(1), or (b) cause this Purchase Warrant or the securities issuable hereunder to be the subject of any
hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of this Purchase
Warrant or the securities hereunder, except as provided for in FINRA Rule 5110(g)(2). On and after 180 days after the Closing
Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make
any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed,
together with the Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall
within five (5) Business Days transfer this Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase
Warrant or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate
number of Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.


 


3.2
     Restrictions Imposed by the Securities Act. The securities evidenced by this Purchase
Warrant shall not be transferred unless and until: (i) the Company has received the opinion of counsel for the Holder that the
securities may be transferred pursuant to an exemption from registration under the Securities Act and applicable state securities
laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that
the opinion of Gracin & Marlow, LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a
registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities
has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the ”Commission”)
and compliance with applicable state securities law has been established.


 


4.           Registration
Rights.


 


4.1       Demand
Registration.


 


4.1.1       Grant
of Right. The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the
Purchase Warrants and/or the underlying Shares (“Majority Holders”), agrees to register, on one occasion, all or any
portion of the Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such
occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within sixty
(60) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective
promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall
not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder
is entitled to piggyback registration rights pursuant to Section 4.2 hereof and either: (i) the Holder has elected to participate
in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary
offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty
(30) days after such offering is consummated. The demand for registration may be made at any time during a period of four (4)
years beginning on the Commencement Date. The Company covenants and agrees to give written notice of its receipt of any Demand
Notice by any Holder(s) to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten
(10) days after the date of the receipt of any such Demand Notice.


 






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4.1.2
       Terms. The Company shall bear all fees and expenses attendant to the registration
of the Registrable Securities pursuant to Section 4.1.1, but the Holders shall pay any and all underwriting commissions and the
expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities.
The Company agrees to use its reasonable best efforts to cause the filing required herein to become effective promptly and to
qualify or register the Registrable Securities in such States as are reasonably requested by the Holder(s); provided, however,
that in no event shall the Company be required to register the Registrable Securities in a State in which such registration would
cause: (i) the Company to be obligated to register or license to do business in such State or submit to general service of process
in such State, or (ii) the principal shareholders of the Company to be obligated to escrow their shares of capital stock of the
Company. The Company shall cause any registration statement filed pursuant to the demand right granted under Section 4.1.1 to
remain effective for a period of at least twelve (12) consecutive months after the date that the Holders of the Registrable Securities
covered by such registration statement are first given the opportunity to sell all of such securities. The Holders shall only
use the prospectuses provided by the Company to sell the shares covered by such registration statement, and will immediately cease
to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due
to a material misstatement or omission. Notwithstanding the provisions of this Section 4.1.2, the Holder shall be entitled to
a demand registration under this Section 4.1.2 on only one (1) occasion and such demand registration right shall terminate on
the fifth anniversary of the effectiveness of the registration statement in accordance with FINRA Rule 5110(f)(2)(H)(iv).


 


4.2       “Piggy-Back”
Registration.


 


4.2.1       Grant
of Right. In addition to the demand right of registration described in Section 4.1 hereof, the Holder shall have the right,
for a period of no more than seven (7) years from the date of effectiveness of the registration statement in accordance with FINRA
Rule 5110(f)(2)(H)(v), to include the Registrable Securities as part of any other registration of securities filed by the Company
(other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form
S-8 or any equivalent form); provided, however, that if, solely in connection with any primary underwritten public
offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation
on the number of shares of common stock which may be included in the Registration Statement because, in such underwriter(s)’
judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company
shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect
to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Registrable Securities
shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number of Registrable
Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable
Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion
of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities.


 


4.2.2
       Terms. The Company shall bear all fees and expenses attendant to registering
the Registrable Securities pursuant to Section 4.2.1 hereof, but the Holders shall pay any and all underwriting commissions and
the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities.
In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities
with not less than thirty (30) days written notice prior to the proposed date of filing of such registration statement. Such notice
to the Holders shall continue to be given for each registration statement filed by the Company until such time as all of the Registrable
Securities have been sold by the Holder. The holders of the Registrable Securities shall exercise the “piggy-back”
rights provided for herein by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention
to file a registration statement. Except as otherwise provided in this Purchase Warrant, there shall be no limit on the number
of times the Holder may request registration under this Section 4.2.2; provided, however, that such registration
rights shall terminate on the sixth anniversary of the Commencement Date.


 






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4.3       General
Terms.


 


4.3.1       Indemnification.
The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder
and each person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act or Section 20 (a) of
the Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense
or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing
or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act
or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions
pursuant to which the Company has agreed to indemnify the Placement Agent contained in Section 7 of the Placement Agency Agreement
between the Placement Agent and the Company, dated as of October 31, 2017.


 


4.3.2
       Exercise of Purchase Warrants. Nothing contained in this Purchase Warrant shall
be construed as requiring the Holder(s) to exercise their Purchase Warrants prior to or after the initial filing of any registration
statement or the effectiveness thereof.


 


4.3.3
       Documents Delivered to Holders. The Company shall furnish to each Holder participating
in any of the foregoing offerings and to each underwriter of any such offering, if any, a signed counterpart, addressed to such
Holder or underwriter, of: (i) an opinion of counsel to the Company, dated the effective date of such registration statement (and,
if such registration includes an underwritten public offering, an opinion dated the date of the closing under any underwriting
agreement related thereto), and (ii) a “cold comfort” letter dated the effective date of such registration statement
(and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting
agreement) signed by the independent registered public accounting firm which has issued a report on the Company’s financial
statements included in such registration statement, in each case covering substantially the same matters with respect to such
registration statement (and the prospectus included therein) and, in the case of such accountants’ letter, with respect
to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel
and in accountants’ letters delivered to underwriters in underwritten public offerings of securities. The Company shall
also deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below
and to the managing underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors
and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit
each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in
or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules
of FINRA. Such investigation shall include access to books, records and properties and opportunities to discuss the business of
the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times as any such
Holder shall reasonably request.


 






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4.3.4
       Underwriting Agreement. The Company shall enter into an underwriting agreement
with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to
this Section 4, which managing underwriter shall be reasonably satisfactory to the Company. Such agreement shall be reasonably
satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations,
warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the
managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable
Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or
for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required
to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such
Holders, their Shares and their intended methods of distribution.


 


4.3.5
       Documents to be Delivered by Holder(s). Each of the Holder(s) participating in
any of the foregoing offerings shall furnish to the Company a completed and executed questionnaire provided by the Company requesting
information customarily sought of selling security holders.


 


4.3.6
       Damages. Should the registration or the effectiveness thereof required by Sections
4.1 and 4.2 hereof be delayed by the Company or the Company otherwise fails to comply with such provisions, the Holder(s) shall,
in addition to any other legal or other relief available to the Holder(s), be entitled to obtain specific performance or other
equitable (including injunctive) relief against the threatened breach of such provisions or the continuation of any such breach,
without the necessity of proving actual damages and without the necessity of posting bond or other security.


 


5.           New
Purchase Warrants to be Issued.


 


5.1       Partial
Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned
in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for
cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or
transfer tax if exercised pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge
a new Purchase Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to
purchase the number of Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.


 


5.2
      Lost Certificate. Upon receipt by the Company of evidence satisfactory to it
of the loss, theft, destruction or mutilation of this Purchase Warrant and of reasonably satisfactory indemnification or the posting
of a bond, the Company shall execute and deliver a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant
executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation
on the part of the Company.


 


6.           Adjustments.


 


6.1       Adjustments
to Exercise Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant shall
be subject to adjustment from time to time as hereinafter set forth:


 


6.1.1       Share
Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective
day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares,
and the Exercise Price shall be proportionately decreased.


 






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6.1.2
       Aggregation of Shares. If, after the date hereof, and subject to the provisions of Section
6.3 below, the number of outstanding Shares is decreased by a consolidation, combination or reclassification of Shares or other
similar event, then, on the effective date thereof, the number of Shares purchasable hereunder shall be decreased in proportion
to such decrease in outstanding Shares, and the Exercise Price shall be proportionately increased.


 


6.1.3
       Replacement of Securities upon Reorganization, etc. In case of any reclassification
or reorganization of the outstanding Shares other than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects
the par value of such Shares, or in the case of any share reconstruction or amalgamation or consolidation of the Company with
or into another corporation (other than a consolidation or share reconstruction or amalgamation in which the Company is the continuing
corporation and that does not result in any reclassification or reorganization of the outstanding Shares), or in the case of any
sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially as an entirety
in connection with which the Company is dissolved, the Holder of this Purchase Warrant shall have the right thereafter (until
the expiration of the right of exercise of this Purchase Warrant) to receive upon the exercise hereof, for the same aggregate
Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or
property (including cash) receivable upon such reclassification, reorganization, share reconstruction or amalgamation, or consolidation,
or upon a dissolution following any such sale or transfer, by a Holder of the number of Shares of the Company obtainable upon
exercise of this Purchase Warrant immediately prior to such event; and if any reclassification also results in a change in Shares
covered by Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3.
The provisions of this Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations, share reconstructions
or amalgamations, or consolidations, sales or other transfers.


 


6.1.4
       Changes in Form of Purchase Warrant. This form of Purchase Warrant need not be changed
because of any change pursuant to this Section 6.1, and Purchase Warrants issued after such change may state the same Exercise
Price and the same number of Shares as are stated in the Purchase Warrants initially issued pursuant to this Agreement. The acceptance
by any Holder of the issuance of new Purchase Warrants reflecting a required or permissive change shall not be deemed to waive
any rights to an adjustment occurring after the Commencement Date or the computation thereof.


 


6.2
       Substitute Purchase Warrant. In case of any consolidation of the Company with,
or share reconstruction or amalgamation of the Company with or into, another corporation (other than a consolidation or share
reconstruction or amalgamation which does not result in any reclassification or change of the outstanding Shares), the corporation
formed by such consolidation or share reconstruction or amalgamation shall execute and deliver to the Holder a supplemental Purchase
Warrant providing that the holder of each Purchase Warrant then outstanding or to be outstanding shall have the right thereafter
(until the stated expiration of such Purchase Warrant) to receive, upon exercise of such Purchase Warrant, the kind and amount
of shares of stock and other securities and property receivable upon such consolidation or share reconstruction or amalgamation,
by a holder of the number of Shares of the Company for which such Purchase Warrant might have been exercised immediately prior
to such consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental Purchase Warrant shall provide
for adjustments which shall be identical to the adjustments provided for in this Section 6. The above provision of this Section
shall similarly apply to successive consolidations or share reconstructions or amalgamations.


 






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6.3
       Elimination of Fractional Interests. The Company shall not be required to issue
certificates representing fractions of Shares upon the exercise of the Purchase Warrant, nor shall it be required to issue scrip
or pay cash in lieu of any fractional interests, it being the intent of the parties that all fractional interests shall be eliminated
by rounding any fraction up or down, as the case may be, to the nearest whole number of Shares or other securities, properties
or rights.


 


7.           Reservation and Listing. The Company shall at all times reserve and keep available
out of its authorized Shares, solely for the purpose of issuance upon exercise of the Purchase Warrants, such number of Shares
or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company covenants and agrees that,
upon exercise of the Purchase Warrants and payment of the Exercise Price therefor, in accordance with the terms hereby, all Shares
and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject
to preemptive rights of any shareholder. The Company further covenants and agrees that upon exercise of the Purchase Warrants
and payment of the exercise price therefor, all Shares and other securities issuable upon such exercise shall be duly and validly
issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder. As long as the Purchase Warrants
shall be outstanding, the Company shall use its commercially reasonable efforts to cause all Shares issuable upon exercise of
the Purchase Warrants to be listed (subject to official notice of issuance) on all national securities exchanges (or, if applicable,
on the OTC Bulletin Board or any successor trading market) on which the Shares issued to the public in the Offering may then be
listed and/or quoted.


 


8.           Certain
Notice Requirements.


 


8.1       Holder’s
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or
to receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a
shareholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any
of the events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice
of such event at least fifteen days prior to the date fixed as a record date or the date of closing the transfer books for the
determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription
rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record
date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver
to each Holder a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that
such notice is given to the shareholders.


 


8.2
       Events Requiring Notice. The Company shall be required to give the notice described
in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of its Shares
for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or
distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution
on the books of the Company, (ii) the Company shall offer to all the holders of its Shares any additional shares of capital stock
of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right
or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with
a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business
shall be proposed.


 


8.3
       Notice of Change in Exercise Price. The Company shall, promptly after an event
requiring a change in the Exercise Price pursuant to Section 6 hereof, send notice to the Holders of such event and change (“Price
Notice”). The Price Notice shall describe the event causing the change and the method of calculating same and shall
be certified as being true and accurate by the Company’s Chief Financial Officer.


 






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8.4
       Transmittal of Notices. All notices, requests, consents and other communications
under this Purchase Warrant shall be in writing and shall be deemed to have been duly made when hand delivered, or mailed by express
mail or private courier service: (i) if to the registered Holder of the Purchase Warrant, to the address of such Holder as shown
on the books of the Company, or (ii) if to the Company, to following address or to such other address as the Company may designate
by notice to the Holders:


 


If
to the Holder:


 


Aegis
Capital Corp.

810 Seventh Avenue, 11th Floor

New York, New York 10019

Attn: Mr. David Bocchi, Managing Director of Investment Banking


Fax
No.: (212) 813-1047


 


with
a copy (which shall not constitute notice) to:


 


Gracin
& Marlow, LLP


The
Chrysler Building


405
Lexington Avenue, 26th Floor


New
York, NY 10174


Facsimile:
(212) 208-4657


Attention:
Leslie Marlow, Esq.


 


If
to the Company:


 


Soligenix,
Inc.


29
Emmons Drive, Suite C-10


Princeton,
NJ 08540


Attention:
Chief Executive Officer


Facsimile
No.: 


 


with
a copy (which shall not constitute notice) to:


 


Duane
Morris


Boca
Center Tower II


5100
Town Center Circle, Suite 650


Boca
Raton, Florida 33486-9000


Facsimile:
(561)634-4260


Attention:
Driscoll Ugarte, Esq.


 


9.           Miscellaneous.


 


9.1       Amendments.
The Company and Aegis may from time to time supplement or amend this Purchase Warrant without the approval of any of the Holders
in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent
with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the
Company and Aegis may deem necessary or desirable and that the Company and Aegis deem shall not adversely affect the interest
of the Holders. All other modifications or amendments shall require the written consent of and be signed by the party against
whom enforcement of the modification or amendment is sought.


 






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9.2
      Headings. The headings contained herein are for the sole purpose of convenience of
reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Purchase
Warrant.


 


9.3.
    Entire Agreement. This Purchase Warrant (together with the other agreements and
documents being delivered pursuant to or in connection with this Purchase Warrant) constitutes the entire agreement of the parties
hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties, oral
and written, with respect to the subject matter hereof.


 


9.4
     Binding Effect. This Purchase Warrant shall inure solely to the benefit of and
shall be binding upon, the Holder and the Company and their permitted assignees, respective successors, legal representative and
assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect
of or by virtue of this Purchase Warrant or any provisions herein contained.


 


9.5
     Governing Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall
be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict
of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating
in any way to this Purchase Warrant shall be brought and enforced in the New York Supreme Court, County of New York, or in the
United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient
forum. Any 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 8 hereof. Such mailing shall
be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company and
the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all
of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with
the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders
and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right
to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.


 


9.6
     Waiver, etc. The failure of the Company or the Holder to at any time enforce any of
the provisions of this Purchase Warrant shall not be deemed or construed to be a waiver of any such provision, nor to in any way
affect the validity of this Purchase Warrant or any provision hereof or the right of the Company or any Holder to thereafter enforce
each and every provision of this Purchase Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions
of this Purchase Warrant shall be effective unless set forth in a written instrument executed by the party or parties against
whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall
be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.


 


9.7
     Execution in Counterparts. This Purchase Warrant may be executed in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which
taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts has been
signed by each of the parties hereto and delivered to each of the other parties hereto. Such counterparts may be delivered by
facsimile transmission or other electronic transmission.


 


9.8
      Exchange Agreement. As a condition of the Holder’s receipt and acceptance
of this Purchase Warrant, Holder agrees that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if
the Company and Aegis enter into an agreement (“Exchange Agreement”) pursuant to which they agree that all
outstanding Purchase Warrants will be exchanged for securities or cash or a combination of both, then Holder shall agree to such
exchange and become a party to the Exchange Agreement.


 


[Signature
Page Follows]





 






    A-10


    
EXECUTION COPY


    

 


IN
WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the 31
day of October, 2017.


 


	SOLIGENIX, INC.	 
	 	 
	By:	 	 
	 	Name:	 	 
	 	Title:	 	 




 






    A-11


    
EXECUTION COPY


    

 

[Form
to be used to exercise Purchase Warrant]


 

Date:
__________, 20___


  


The
undersigned hereby elects irrevocably to exercise the Purchase Warrant for ______ shares of common stock, $0.0001 par value per
share (the “Shares”), of Soligenix, Inc., a Delaware corporation (the “Company”), and hereby
makes payment of $____ (at the rate of $____ per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares
as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase
Warrant representing the number of Shares for which this Purchase Warrant has not been exercised.


 


or


 


The
undersigned hereby elects irrevocably to convert its right to purchase ___ Shares of the Company under the Purchase Warrant for
______ Shares, as determined in accordance with the following formula:


 




	X	=	Y(A-B)	 
	A	 


 


	Where,	 	 	 
	 	X	=	The
    number of Shares to be issued to Holder;
	 	Y	=	The
    number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The
    fair market value of one Share which is equal to $_____; and
	 	B	=	The
    Exercise Price which is equal to $______ per share




 


The
undersigned agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement
with respect to the calculation shall be resolved by the Company in its sole discretion.


 


Please
issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable,
a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been converted.


 


Signature
                                                          


 


Signature
Guaranteed                                      





 






    A-12


    
EXECUTION COPY


    

 


INSTRUCTIONS
FOR REGISTRATION OF SECURITIES


 





	Name: 	 	 
	 	(Print in Block Letters) 	 
	 	 	 
	Address: 	 	 
	 	 	 
	 	 	 




 


NOTICE:
The signature to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by
a firm having membership on a registered national securities exchange.





 






    A-13


    
EXECUTION COPY


    

 


[Form
to be used to assign Purchase Warrant]


 


ASSIGNMENT


 


(To
be executed by the registered Holder to effect a transfer of the within Purchase Warrant): 


 


FOR
VALUE RECEIVED, __________________ does hereby sell, assign and transfer unto the right to purchase shares of common stock, $0.001
par value per share, of Soligenix, Inc., a Delaware corporation (the “Company”), evidenced by the Purchase
Warrant and does hereby authorize the Company to transfer such right on the books of the Company.


 


Dated:
__________, 20__


 


Signature
                                                          


 


Signature
Guaranteed                                      





 


NOTICE:
The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration
or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or
by a firm having membership on a registered national securities exchange.





 






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EXECUTION COPY


    

 


Exhibit
B


 


October 31, 2017


 


Aegis
Capital Corp.


810
Seventh Avenue, 18th Floor


New
York, New York 10019


 


Re:       Soligenix,
Inc. (the “Company”)


 


Ladies
and Gentlemen:


 


This
letter agreement (this “Agreement”) is delivered to you pursuant to the Placement Agency Agreement (the “Placement
Agency Agreement”) to be entered into by the Company, as issuer, and Aegis Capital Corp., as the placement agent (the
“Placement Agent”). Upon the terms and subject to the conditions of the Placement Agency Agreement, the Company
intends to effect an offering (the “Offering”) of shares (the “Shares”) of common stock,
par value $0.001 per share of the Company and common stock purchase warrants.


 


The
undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of
shares, options, warrants or other securities of the Company (the “Company Securities”), that the Company complete
the proposed Offering.


 


The
undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions
on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the
undersigned has agreed to enter into this Agreement to further assure the Placement Agent that the Company Securities of the undersigned,
now held or hereafter acquired, will not enter the public market at a time that might impair the placement agency effort.


 


Therefore,
as an inducement to the Placement Agent to execute the Placement Agency Agreement, the undersigned hereby acknowledges and agrees
that the undersigned will not (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or
otherwise dispose of, engage in any hedging or other transactions, including, without limitation, any short sale or any purchase,
sale or grant of any right (including without limitation any put or call option) with respect to, or with respect to any security
that includes, relates to, or derives any significant part of its value from (collectively a “Disposition”),
any Company Securities, or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise
acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed
to be beneficially owned by the undersigned (collectively, the “Lock-Up Shares”), pursuant to the rules and
regulations promulgated under the Securities Act of 1933, as amended (the “Act”), and the Securities Exchange
Act of 1934, as amended, for a period commencing on the date hereof and ending 90 days after the date of the Company’s final
prospectus relating to the Offering is first filed pursuant to Rule 424(b) under the Act, (the “Lock-Up Period”),
without the prior written consent of the Placement Agent, or (ii) exercise or seek to exercise or effectuate in any manner any
rights of any nature that the undersigned has or may have hereafter to require the Company to register, under the Act, the undersigned’s
sale, transfer or other disposition of any of the Lock-Up Shares or other securities of the Company held by the undersigned, or
to otherwise participate as a selling securityholder in any manner in any registration effected by the Company under the Act during
the Lock-Up Period.


 





    B-1


    
EXECUTION COPY


    

 


The
undersigned agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent against the
transfer of any Company Securities or any securities convertible into or exercisable or exchangeable for, or any rights to purchase
or otherwise acquire, any Company Securities, held by the undersigned except in compliance with this Agreement.


 


Notwithstanding
the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Shares in the transactions listed
as (i)-(iv) below without the prior written consent of the Placement Agent, provided that (1) prior to such a transfer, the Placement
Agent shall have received a duplicate form of this Agreement executed and delivered by each donee, trustee, distributee or transferee,
as the case may be, and (2) no such transfer shall involve a disposition for value:


 


		(i)	as
                                         a bona fide gift or gifts;



		(ii)	to
                                         any trust for the direct or indirect benefit of the undersigned or the immediate family
                                         of the undersigned;



		(iii)	to
                                         any beneficiary of the undersigned pursuant to a will or other testamentary document
                                         or applicable laws of descent; or



		(iv)	to
                                         any corporation, partnership, limited liability company or other entity all of the beneficial
                                         ownership interests of which are held by the undersigned or the immediate family of the
                                         undersigned.



 


It
is understood that if the Placement Agency Agreement (other than the provisions thereof that survive termination) shall terminate
or be terminated prior to payment for and delivery of the Shares, you will release the undersigned from the obligations under
this Agreement.


 


Facsimile
or electronically transmitted signatures to this Agreement shall be binding and have the same force and effect as manually executed
original signatures.


 


In
furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer
of Lock-Up Shares if such transfer would constitute a violation or breach of this Agreement. This Agreement shall be binding on
the undersigned and the respective successors, heirs, personal representatives and assigns of the undersigned. Capitalized terms
used but not defined herein have the respective meanings assigned to such terms in the Placement Agency Agreement.


 


	 	Very truly yours,
	 	 
	 	 
	 	(Name)
	 	 
	 	 
	 	(Address)




 






    B-2


    
EXECUTION COPY


    

 








Exhibit
c


 


Form
of Press Release


 


Soligenix,
Inc.


 


[Date]


 


Soligenix,
Inc. (the “Company”) announced today that Aegis Capital Corp., acting as the placement agent in the Company’s
registered direct offering of _______ shares of the Company’s common stock, is [waiving] [releasing] a lock-up restriction
with respect to _________ shares of the Company’s common stock held by [certain officers or directors] [an officer or director]
of the Company. The [waiver] [release] will take effect on _________, 20___, and the shares may be sold on or after such date.


 


This
press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or
sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from
registration under the Securities Act of 1933, as amended.


 


 


C-1