FORM OF LOCK-UP AGREEMENTLock-Up Agreement • November 10th, 2016 • Alliqua Holdings, Inc. • Delaware
Reference is made to that certain Contribution Agreement and Plan of Merger, dated as of October 5, 2016 (the “Contribution and Merger Agreement”), by and among Alliqua BioMedical, Inc., a Delaware corporation (“Alliqua”), Alliqua Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Alliqua (“Parent”), Chesapeake Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub” and together with Alliqua and Parent, the “Alliqua Entities”), and Soluble Systems, LLC, a Virginia limited liability company (the “Company”), pursuant to which the Company shall receive shares of Parent Common Stock and Warrants as consideration for the Contributed Assets at the Closing. For the purposes hereof, any terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Contribution and Merger Agreement. In consideration of the Company and the Alliqua Entities entering into the Transactions and for other good and valuabl
FORM OF WARRANT AGREEMENT To Purchase Shares of the Common Stock of ALLIQUA HOLDINGS, INC. Dated as of [●], 2016 (the “Effective Date”)Warrant Agreement • November 10th, 2016 • Alliqua Holdings, Inc. • New York
WHEREAS, Alliqua BioMedical, Inc., a Delaware corporation (“Alliqua”), Alliqua Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Alliqua (“Parent”), Chesapeake Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Parent, and Soluble Systems, LLC, a Virginia limited liability company (the “Warrantholder”), have entered into that certain Contribution Agreement and Plan of Merger, dated as of October 5, 2016 (the “Contribution and Merger Agreement”); and
FORM OF VOTING AGREEMENTVoting Agreement • November 10th, 2016 • Alliqua Holdings, Inc. • Delaware
This VOTING AGREEMENT, dated as of ________________, 2016 (this “Agreement”), is by and between Alliqua BioMedical, Inc. (formerly Alliqua Holdings, Inc.), a Delaware corporation (“Alliqua”), and Soluble Systems, LLC, a Virginia limited liability company (“Soluble”). Alliqua and Soluble are individually referred to herein as a “Party” and collectively as the “Parties”.
