Form of Lock-Up AgreementLock-Up Agreement • January 4th, 2019 • AmpliPhi Biosciences Corp • Biological products, (no disgnostic substances) • Washington
The undersigned (the “Shareholder”) understands that: (i) AmpliPhi Biosciences Corporation, a Washington corporation (“Parent”), has entered into an Agreement and Plan of Merger and Reorganization, dated as of [___________], 2019 (the “Merger Agreement”), with C3J Therapeutics, Inc., a Washington corporation (the “Company”) and Ceres Merger Sub, Inc., a Washington corporation and wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”) and the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation; and (ii) in connection with the Merger, stockholders of the Company will receive shares of Parent Common Stock. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
