0001213900-16-018265 Sample Contracts

FORM OF UNDERWRITING AGREEMENT between SOLIGENIX, INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters SOLIGENIX, INC.
Underwriting Agreement • November 14th, 2016 • Soligenix, Inc. • Pharmaceutical preparations • New York

The undersigned, Soligenix, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Soligenix, Inc. (the “Company”)), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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FORM OF WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • November 14th, 2016 • Soligenix, Inc. • Pharmaceutical preparations • New York

WARRANT AGENCY AGREEMENT made as of November___, 2016 (the “Issuance Date”), between Soligenix, Inc., a Delaware corporation, with offices at 29 Emmons Drive, Suite C-10 Princeton, New Jersey 08540 (the “Company”), and American Stock Transfer & Trust Company, LLC, with offices at 6201 15th Avenue, Brooklyn, New York 11219 (the “Warrant Agent”).

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