Exhibit 4.1


  


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.


 






     


     


    

 





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]





 






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


 





	SOLIGENIX, INC.	 
	 	 
	By:	 	 
	 	Name:	 	 
	 	Title:	 	 




 






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[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                                      





 






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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.





 






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[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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