[Hemispherx Biopharma, Inc. letterhead]
July 21, 2006
Fusion Capital Fund II, LLC
000 Xxxxxxxxxxx Xxxx Xxxxx, Xxxxx 0-000
Xxxxxxx, XX 00000
Re: April 12, 2006 Common Stock Purchase Agreement (the "Purchase
Agreement")
Dear Sirs:
As you are aware, we have scheduled an annual meeting of stockholders to
be held in September 2006 at which, inter alia, we will seek stockholder
approval to amend our certificate of incorporation by increasing our authorized
shares of common stock from 100 million to 200 million.
To maximize our chances of obtaining such approval it is necessary to
limit the number of shares possibly issuable under the Purchase Agreement from
the newly authorized shares. Accordingly, by this letter, we hereby request that
the Purchase Agreement be amended to limit the number of shares issuable under
the Purchase Agreement (inclusive of the Commitment Shares) to 27,386,723 shares
(representing 12,386,723 shares already issued or reserved for issuance under
the Purchase Agreement plus 15 million shares).
Please confirm your agreement with the foregoing, by executing a copy of
this letter in space provided below. Upon your execution of this letter, the
Purchase Agreement shall be so amended.
Sincerely,
s/
--------------------------------
Xxxxxx X. Xxxxxxxxx,
Secretary
The foregoing is agreed to this 21st day of July, 2006:
Fusion Capital Fund II, LLC
By: s/
--------------------------------------------
