Common Stock Purchase Warrant Reset Offer Sample Contracts

Re: Reset Offer of Common Stock Purchase Warrants
Common Stock Purchase Warrant Reset Offer • June 1st, 2017 • Hemispherx Biopharma Inc • Biological products, (no disgnostic substances)

We are pleased to offer to you the opportunity to reprice the exercise of all of the Common Stock Purchase Warrants originally issued to you on September 6, 2016 (the “September Warrants”) and currently held by you (“Holder”). The September Warrants, and the shares underlying the September Warrants (“Warrant Shares”) have been registered for sale pursuant to a registration statement on Form S-1 (File No. 333-217671) (the “Registration Statement”). The Registration Statement is currently effective and, upon exercise of the September Warrants pursuant to this letter agreement, will be effective for the issuance of the Warrant Shares. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Securities Purchase Agreement, dated as of August 30, 2016, by and among the Company and the signatories thereto (the “Purchase Agreement”).

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