Exhibit
4.12


 


PURSUANT
TO THE TERMS OF SECTION 1 OF THIS WARRANT, ALL OR A PORTION OF THIS WARRANT MAY HAVE BEEN EXERCISED, AND THEREFORE THE ACTUAL NUMBER
OF WARRANT SHARES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE AMOUNT SET FORTH ON THE FACE HEREOF.


 


Soligenix,
Inc.


 


Warrant
To Purchase Common Stock


 


Warrant No.: 


Number of Shares of Common Stock:_____________


Date of Issuance: ●, 2014 (“Issuance
Date”)


 


Soligenix, Inc.,
a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, [INVESTOR NAME], the registered holder hereof or its permitted assigns (the
“Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise
Price (as defined below) then in effect, upon surrender of this Warrant to purchase Common Stock (as defined below) (including
any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at
any time or times on or after the Issuance Date (the “Exercisability Date”), but not after 11:59 p.m., New
York time, on the Expiration Date (as defined below), [______________ (_____________)] fully paid nonassessable shares of Common
Stock (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have
the meanings set forth in Section 15. This Warrant is the Warrant to purchase Common Stock (this “Warrant”)
issued pursuant to (i) the Underwriting Agreement, dated as of ●, 2014, between the Company and Roth Capital Partners, LLC
(the “Underwriting Agreement”) and (ii) the Company’s Registration Statement on Form S-1 (File No.: 333-199761).
This Warrant is one of a series of warrants containing substantially identical terms and conditions issued pursuant to the Underwriting
Agreement (collectively, the “Warrants”).



    	1



    	 



    

 


1.     
EXERCISE OF WARRANT.


(a)   
Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder on
any day on or after the Exercisability Date, in whole or in part (but not as to fractional shares), by delivery of a written notice,
in the form attached hereto as Exhibit A (the “Exercise Notice”) of the Holder’s election to exercise
this Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee
or notarization) of any Notice of Exercise form be required. Within two (2) Trading Days of the delivery of such Exercise Notice,
if both (A) the Holder is not electing a Cashless Exercise (as defined below) pursuant to Section 1(d) of this Warrant and (B)
a registration statement registering the issuance of the Warrant Shares under the Securities Act of 1933, as amended (the “Securities
Act”), is effective and available for the issuance of the Warrant Shares, or an exemption from registration under the
Securities Act is available for the issuance of the Warrant Shares, payment to the Company of an amount equal to the applicable
Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate
Exercise Price”) in cash or wire transfer of immediately available funds (a “Cash Exercise”). The
Holder shall not be required to surrender this Warrant in order to effect an exercise hereunder; provided, however, that in the
event that this Warrant is exercised in full or for the remaining unexercised portion hereof, the Holder shall deliver this Warrant
to the Company for cancellation within a reasonable time after such exercise. On or before the first Trading Day following the
date on which the Company has received the Exercise Notice (the date upon which the Company has received the Exercise Notice,
the “Exercise Date”), the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation
of receipt of the Exercise Notice to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer
Agent”). The Company shall deliver any objection to the Exercise Notice on or before the first Trading Day following
the date on which the Holder has delivered the Exercise Notice. On or before the second Trading Day following the date on which
the Company has received the Exercise Notice, provided the Aggregate Exercise Price has been received by the Company prior to
such Trading Day (the “Share Delivery Date”), the Company shall, (X) provided that the Transfer Agent
is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (the “FAST
Program”) and so long as the certificates therefor are not required to bear a legend regarding restriction on transferability,
upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant
to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission
system, or (Y), if the Transfer Agent is not participating in the FAST Program or if the certificates are required to bear a legend
regarding restriction on transferability, issue and dispatch by overnight courier to the address as specified in the Exercise
Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number
of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Notice and
payment of the Aggregate Exercise Price, the Holder shall be deemed for all corporate purposes to have become the holder of record
of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are
credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the
case may be. So long as there is an effective registration statement permitting the issuance of the Warrant Shares to or resale
of the Warrant Shares by the Holder or if this Warrant is being exercised via cashless exercise, Warrant Shares shall be issued
electronically free of any legends. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a)
and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares
being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Trading Days after
any such submission and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase
the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares
with respect to which this Warrant has been and/or is exercised. The Company shall pay any and all taxes and other expenses of
the Company (including overnight delivery charges) that may be payable with respect to the issuance and delivery of Warrant Shares
upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may
be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or Warrants in a name
other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise
as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof. If the Company fails for
any reason to deliver to the Holder the Warrant Shares subject to an Exercise Notice by a Share Delivery Date, the Company shall
pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise
(based on the VWAP of the Common Stock on the date of the applicable Exercise Notice), $10 per Trading Day (increasing to $20
per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Share
Delivery Date until such Warrant Shares are delivered or the Holder rescinds such exercise.



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(b)  
Exercise Price. For purposes of this Warrant, “Exercise Price” means $●, subject to adjustment
as provided herein.


(c)   
Company’s Failure to Timely Deliver Securities. If the Company shall fail for any reason or for no reason to
issue to the Holder within three (3) Trading Days of the Exercise Date a certificate for the number of shares of Common Stock to
which the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the Holder’s
balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise
of this Warrant, and if on or after such Trading Day the Holder purchases, or another Person purchasers on the Holder’s behalf
or for the Holder’s account (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction
of a sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company
(a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s written request
and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase
price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”),
at which point the Company’s obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or
(ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shares and
pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares
of Common Stock, times (B) the VWAP (as reported by Bloomberg) on the date of the event giving
rise to the Company’s obligation to deliver such certificate.


(d)  
Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering
the Warrant Shares that are the subject of the Exercise Notice (the “Unavailable Warrant Shares”), or an exemption
from registration, is not available for the resale of such Unavailable Warrant Shares, the Holder may, in its sole
discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made
to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the
“Net Number” of shares of Common Stock determined according to the following formula (a “Cashless
Exercise”):



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Net Number = (A -
B) (X)


                              (A)


 


For purposes of
the foregoing formula:


A=
the VWAP for the three (3) consecutive Trading Days ending on the date immediately preceding the date of the Exercise Notice.


B= the
Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


 


X=
the total number of shares with respect to which this Warrant is then being exercised.


 


(e)   
Rule 144. For purposes of Rule 144(d) promulgated under the Securities Act, as in effect on the date hereof, assuming
the Holder is not an affiliate of the Company, it is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed
to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the Issuance
Date.


(f)   
Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of
the Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed.


(g)  
Beneficial Ownership. The Company shall not effect the exercise of this Warrant, and the Holder shall not have the
right to exercise this Warrant, to the extent that after giving effect to such exercise, such Person (together with such Person’s
affiliates) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock
outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of
shares of Common Stock beneficially owned by such Person and its affiliates shall include the number of shares of Common Stock
issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude
shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially
owned by such Person and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other
securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible
notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation
contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be
calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number
of outstanding shares of Common Stock as reflected in the most recent of (1) the Company’s most recent Form 10-K, Form 10-Q,
Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more
recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number
of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company
shall within two (2) Business Days confirm to the Holder the number of shares of Common Stock then outstanding. In any case, the
number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities
of the Company, including this Warrant, by the Holder and its affiliates since the date as of which such number of outstanding
shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the
Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase
will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase
or decrease will apply only to the Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise
than in strict conformity with the terms of this Section 1(g) to correct this paragraph (or any portion hereof) which may be defective
or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary
or desirable to properly give effect to such limitation.



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2.     
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall
be adjusted from time to time as follows:


(a)   
Voluntary Adjustment By Company. The Company may at any time during the term of this Warrant reduce the then current
Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.


(b)  
Adjustment upon Subdivision or Combination of Common Stock. If the Company at any time on or after the Issuance Date
subdivides (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) one or more
classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior
to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the
Company at any time on or after the Issuance Date combines (by any stock split, stock dividend, recapitalization, reorganization,
scheme, arrangement or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares,
the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant
Shares will be proportionately decreased. Any adjustment under this Section 2(b) shall become effective at the close of business
on the date the subdivision or combination becomes effective.


(c)   
Other Events. If any event occurs of the type contemplated by the provisions of this Section 2 but not expressly
provided for by such provisions (including, without limitation, by means of the granting of stock appreciation rights or phantom
stock rights), then the Company’s Board of Directors will make an appropriate adjustment in the Exercise Price and the number
of Warrant Shares so as to protect the rights of the Holder; provided that no such adjustment pursuant to this Section 2(c) will
increase the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 2.


3.     
RIGHTS UPON DISTRIBUTION OF ASSETS.


(a)   
If the Company, at any time while this Warrant is outstanding, shall distribute to all holders of Common Stock (and not
to the Holders) evidences of its indebtedness or assets (including cash and cash dividends) (a “Distribution”),
then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would
have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this
Warrant (without regard to any limitations on exercise hereof, including without limitation, the Maximum Percentage) immediately
before the date on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record
holders of shares of Common Stock are to be determined for the participation in such Distribution.


4.     
PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.


(a)   
Purchase Rights.In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants,
issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata
to the record holders of any class of Common Stock (the “Purchase Rights”), then in each such case, the Company
shall reserve Options, Convertible Securities or Purchase Rights for distribution to the Holder upon exercise of this Warrant
so that, in addition to the shares of the Common Stock to which such Holder is entitled, such Holder will receive upon such exercise
the amount and kind of such Options, Convertible Securities or Purchase Rights which such Holder would have received if the Holder
had, immediately prior to the record date for the distribution of the Options, Convertible Securities or Purchase Rights, exercised
this Warrant.



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(b)  
Fundamental Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless the Successor
Entity assumes in writing (unless the Company is the Successor Entity) all of the obligations of the Company under this Warrant
in accordance with the provisions of this Section (4)(b) pursuant to written agreements in form and substance reasonably satisfactory
to the Required Holders and approved by the Required Holders prior to such Fundamental Transaction, including agreements to deliver
to each holder of the Warrants in exchange for such Warrants a security of the Successor Entity evidenced by a written instrument
substantially similar in form and substance to this Warrant, including, without limitation, an adjusted exercise price equal to
the value for the shares of Common Stock reflected by the terms of such Fundamental Transaction, and exercisable for a corresponding
number of shares of capital stock equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant
(without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and reasonably satisfactory
to the Required Holders. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted
for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the
obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.
Upon consummation of the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall
be issued upon exercise of this Warrant at any time after the consummation of the Fundamental Transaction, in lieu of the shares
of Common Stock (or other securities, cash, assets or other property) issuable upon the exercise of the Warrant prior to such
Fundamental Transaction, such shares of the publicly traded common stock or common shares (or its equivalent) of the Successor
Entity (including its Parent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental
Transaction had this Warrant been converted immediately prior to such Fundamental Transaction, as adjusted in accordance with
the provisions of this Warrant. In addition to and not in substitution for any other rights hereunder, prior to the consummation
of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other
assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make
appropriate provision to insure that the Holder will thereafter have the right to receive upon an exercise of this Warrant at
any time after the consummation of the Corporate Event but prior to the Expiration Date, in lieu of shares of Common Stock (or
other securities, cash, assets or other property) purchasable upon the exercise of this Warrant prior to such Corporate Event,
such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription
rights) which the Holder would have been entitled to receive upon the happening of such Corporate Event had this Warrant been
exercised immediately prior to such Corporate Event. Provision made pursuant to the preceding sentence shall be in a form and
substance reasonably satisfactory to the Required Holders. The provisions of this Section 4(b) shall apply similarly and equally
to successive Fundamental Transactions and Corporate Events and shall be applied without regard to any limitations on the exercise
of this Warrant.



    	6



    	 



    

 


(c)   
Applicability to Successive Transactions. The provisions of this Section shall apply similarly and equally to successive
Fundamental Transactions and Corporate Events and shall be applied without regard to any limitations on the exercise of this Warrant.


5.     
NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate
of Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution,
issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, and will at all times in good faith comply with all the provisions of this Warrant and take all actions
consistent with effectuating the purposes of this Warrant. Without limiting the generality of the foregoing, the Company (i) shall
not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price
then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long
as this Warrant is outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares
of Common Stock, solely for the purpose of effecting the exercise of this Warrant, 100% of the number of shares of Common Stock
issuable upon exercise of this Warrant then outstanding (without regard to any limitations on exercise).


6.     
WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in
such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the
holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon
the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company
or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification
of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights,
or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the
due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on
the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether
such liabilities are asserted by the Company or by creditors of the Company.



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7.     
REISSUANCE OF WARRANTS.


(a)   
Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company
and deliver the completed and executed Assignment Form, in the form attached hereto as Exhibit B, whereupon the Company
will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the
Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less
then the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section
7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.


(b)  
Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification
undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this
Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right
to purchase the Warrant Shares then underlying this Warrant.


(c)   
Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the
principal office of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate
the right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right
to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however,
that no Warrants for fractional shares of Common Stock shall be given.


(d)  
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant,
such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant,
the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to
Section 7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock
underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying
this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance
Date, and (iv) shall have the same rights and conditions as this Warrant.






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8.                 
NOTICES. The Company shall provide Holder with prompt written notice of all actions taken pursuant to this Warrant.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in writing,
will be mailed (a) if within the domestic United States by first-class registered or certified airmail, or nationally recognized
overnight express courier, postage prepaid, or by facsimile or (b) if delivered from outside the United States, by International
Federal Express or facsimile, and (c) will be deemed given (i) if delivered by first-class registered or certified mail domestic,
three business days after so mailed, (ii) if delivered by nationally recognized overnight carrier, one business day after so mailed,
(iii) if delivered by International Federal Express, two business days after so mailed and (iv) if delivered by facsimile, upon
electronic confirmation of receipt, and will be delivered and addressed as follows:


(i)if to the
Company, to:


 


Soligenix, Inc.


29 Emmons Drive,
Suite C-10


Princeton, NJ
08540


Attn: Christopher
J. Schaber, Ph.D., President and CEO


Facsimile:
(609) 452-6467


 


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


 


Duane Morris
LLP


200 South Biscayne
Boulevard, Suite 3400


Miami, FL 33131


Attn:Leslie
J. Croland, Esq.


Facsimile:
(305) 397-1882


 


(ii) if to the
Holder, at the address of the Holder appearing on the books of the Company.


 


9.     
AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended and the
Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company
has obtained the written consent of the Required Holders. Any such amendment shall apply to all Warrants and be binding upon all
registered holders of such Warrants.



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10. 
GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. This Warrant shall be governed by, and construed in
accordance with, the internal laws of the State of New York, without reference to the choice of law provisions thereof. The Company
and, by accepting this Warrant, the Holder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of
New York located in New York County and the United States District Court for the Southern District of New York for the purpose
of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby.
Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world
by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant,
the Holder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying
of venue in such court. The Company and, by accepting this Warrant, the Holder, each irrevocably waives any objection to the laying
of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action
or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE
HEREOF, THE HOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS
THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


11. 
CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall
not be construed against any person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall
not form part of, or affect the interpretation of, this Warrant.


12.
DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation
of the Warrant Shares, the Company shall submit the disputed determinations or arithmetic calculations via facsimile within two
(2) Business Days of receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the Holder
and the Company are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within
three Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall,
within two (2) Business Days submit via facsimile (a) the disputed determination of the Exercise Price to an independent, reputable
investment bank selected by the Company and approved by the Holder, which approval shall not be unreasonably withheld, or (b)
the disputed arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant. The Company
shall cause the investment bank or the accountant, as the case may be, to perform the determinations or calculations and notify
the Company and the Holder of the results no later than ten Business Days from the time it receives the disputed determinations
or calculations. The prevailing party (which, for purposes of this Warrant, is the party whose determinations or calculations
is closest to those of the investment bank or the accountant, as the case may be) in any dispute resolved pursuant to this Section
12 shall be entitled to the full amount of all reasonable expenses, including all costs and fees paid or incurred in good faith,
in relation to the resolution of such dispute. Such investment bank’s or accountant’s determination or calculation,
as the case may be, shall be binding upon all parties absent demonstrable error.



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13.   REMEDIES,
OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition
to all other remedies available under this Warrant, at law or in equity (including a decree of specific performance and/or other
injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company
to comply with the terms of this Warrant.


14. 
TRANSFER. Subject to applicable laws, this Warrant may be offered for sale, sold, transferred or assigned without
the consent of the Company


15. 
CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


(a)   
“Bloomberg” means Bloomberg Financial Markets.


(b)  
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The
City of New York are authorized or required by law to remain closed.


(c)   
“Common Stock” means (i) the Company’s shares of Common Stock, par value $0.001 per share,
and (ii) any share capital into which such Common Stock shall have been changed or any share capital resulting from a reclassification
of such Common Stock.


(d)  
 “Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible
into or exercisable or exchangeable for shares of Common Stock.


(e)   
“Eligible Market” means the Principal Market, The New York Stock Exchange, Inc., The NYSE MKT, The NASDAQ
Capital Market, The NASDAQ Global Market or The NASDAQ Global Select Market.


(f)   
“Expiration Date” means the fifth (5th) anniversary of the Issuance Date or, if such date
falls on a day other than a Trading Day or on which trading does not take place on the Principal Market, or, if the Principal Market
is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which
the Common Stock is then traded (a “Holiday”), the next date that is not a Holiday.


(g)  
 “Fundamental Transaction” means that the Company shall, directly or indirectly, in one or more related
transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person (but
excluding a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company), or
(ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company
to another Person, or (iii) allow another Person to make a purchase, tender or exchange offer that is accepted by the holders
of more than the 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the Person or
Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange
offer), or (iv) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the
outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making
or party to, or associated or affiliated with the other Persons making or party to, such stock purchase agreement or other business
combination), (v) reorganize, recapitalize or reclassify its Common Stock, or (vi) any “person” or “group”
(as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting
power represented by issued and outstanding Common Stock.



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(h)  
“Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or
Convertible Securities.


(i)    
“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person
and whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such
Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation
of the Fundamental Transaction.


(j)    
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation,
a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.


(k)  
“Principal Market” means the Over-The-Counter Bulletin Board.


(l)    
“Required Holders” means, as of any date, the holders of at least a majority of the Warrant Shares underlying
the Warrants outstanding as of such date.


(m)
“Successor Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting
from or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such
Fundamental Transaction shall have been entered into.


(n)  
“Trading Day” means any day on which the Common Stock are traded on the Principal Market, or, if the
Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities
market on which the Common Stock are then traded; provided that “Trading Day” shall not include any day on which
the Common Stock are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock are
suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate
in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).






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(o)  
“Weighted Average Price” or “VWAP” means, for any security as of any date, the dollar
volume-weighted average price for such security on the Principal Market during the period beginning at 9:30:01 a.m., New York time
(or such other time as the Principal Market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New
York time (or such other time as the Principal Market publicly announces is the official close of trading), as reported by Bloomberg
through its “Volume at Price” function or, if the foregoing does not apply, the dollar volume-weighted average price
of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning
at 9:30:01 a.m., New York time (or such other time as the Principal Market publicly announces is the official open of trading),
and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market publicly announces is the official close
of trading), as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg
for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such
security as reported in the “pink sheets” by OTC Markets LLC. If the Weighted Average Price cannot be calculated for
a security on a particular date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be
the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon
the fair market value of such security, then such dispute shall be resolved pursuant to Section 12 with the term “Weighted
Average Price” being substituted for the term “Exercise Price.” All such determinations shall be appropriately
adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation
period.


[Signature Page Follows]


 






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IN WITNESS WHEREOF,
the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.


 


 


			SOLIGENIX, INC.  

                                                                                                               By: ____________________


Name:


Title:





 









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EXHIBIT A


 


EXERCISE NOTICE


TO BE EXECUTED BY THE REGISTERED HOLDER TO
EXERCISE THIS


WARRANT TO PURCHASE COMMON STOCK


 


SOLIGENIX, INC.


The undersigned holder
hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of
Soligenix, Inc., a Delaware corporation (the “Company”), evidenced by the attached Warrant to Purchase Common
Stock (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings
set forth in the Warrant.


 


1. Form of Exercise
Price. The Holder intends that payment of the Exercise Price shall be made as:


 


____________a
“Cash Exercise” with respect to _________________ Warrant Shares; and/or


 


____________a
“Cashless Exercise” with respect to _______________ Warrant Shares.


 


2. Payment of Exercise
Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued
pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance
with the terms of the Warrant.


 





3. Delivery of Warrant
Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant and,
after delivery of such Warrant Shares, _____________ Warrant Shares remain subject to the Warrant.


 


Date: _______________ __, ______


 


 


______________________________________  


Name of Registered Holder


 


 


By:___________________ 


Name:


Title:


 



    	A-1



    	 



    




 


EXHIBIT B


 


ASSIGNMENT FORM


SOLIGENIX, INC.


(To assign the
foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)


FOR VALUE RECEIVED,
the foregoing Warrant and all rights evidenced thereby are hereby assigned to


	Name:	___________________ 
	 	(Please Print)
	Address:	___________________
	 	(Please Print)
	Dated: _______________ __, ______	 
	Holder’s
Signature: ___________________ 	 
	Holder’s
Address: ___________________ 	 


NOTE: The signature to this Assignment
Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatever.
Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority
to assign the foregoing Warrant.


 


B-1