Exhibit 4.4


 


ALLIQUA BIOMEDICAL, INC.


AND


____________, AS WARRANT AGENT


 


FORM OF WARRANT AGREEMENT


DATED AS OF       
              , 20__


 


THIS WARRANT AGREEMENT
(this “Agreement”), dated as of                     ,
20__, between Alliqua BioMedical, Inc., a Delaware corporation (the “Company”) and __________, a [corporation]
[national banking association] organized and existing under the laws of __________ and having a corporate trust office in __________,
as warrant agent (the “Warrant Agent”).


 


WHEREAS, the Company proposes to
sell [If Warrants are sold with other securities — [title of such other securities being offered] (the “Other
Securities”) with] warrant certificates evidencing one or more warrants (the “Warrants” or, individually,
a “Warrant”) representing the right to purchase [Common Stock of the Company, par value $0.001 per share] [Preferred Stock of the Company in one or more series] (the “Warrant Securities”), such warrant certificates
and other warrant certificates issued pursuant to this Agreement being herein called the “Warrant Certificates”;
and


 


WHEREAS, the Company desires the
Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with the issuance, registration,
transfer, exchange, exercise and replacement of the Warrant Certificates, and in this Agreement wishes to set forth, among other
things, the form and provisions of the Warrant Certificates and the terms and conditions on which they may be issued, registered,
transferred, exchanged, exercised and replaced.


 


NOW THEREFORE, in consideration of
the premises and of the mutual agreements herein contained, the parties hereto agree as follows:


 


ARTICLE 1


ISSUANCE OF WARRANTS AND EXECUTION AND


DELIVERY OF WARRANT CERTIFICATES


 


1.1 Issuance of Warrants. [If
Warrants alone - Upon issuance, each Warrant Certificate shall evidence one or more Warrants.] [If Other Securities and Warrants
- Warrants shall be [initially] issued in connection with the issuance of the Other Securities [but shall be separately transferable
on and after                             (the
“Detachable Date”)] [and shall not be separately transferable] and each Warrant Certificate shall evidence one
or more Warrants.] Each Warrant evidenced thereby shall represent the right, subject to the provisions contained herein and
therein, to purchase one Warrant Security. [If Other Securities and Warrants - Warrant Certificates shall be initially issued
in units with the Other Securities and each Warrant Certificate included in such a unit shall evidence                             Warrants
for each [$         principal amount] [                shares]
of Other Securities included in such unit.]


 


1.2  Execution and Delivery of Warrant
Certificates.  Each Warrant Certificate, whenever issued, shall be in registered form substantially in the form set forth
in Exhibit A hereto, shall be dated the date of its countersignature by the Warrant Agent and may have such letters, numbers,
or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the
officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are
not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation
made pursuant thereto or with any rule or regulation of any securities exchange on which the Warrants may be listed, or to conform
to usage.  The Warrant Certificates shall be signed on behalf of the Company by any of its present or future chief executive
officers, presidents, senior vice presidents, vice presidents, chief financial officers, chief legal officers, treasurers, assistant
treasurers, controllers, assistant controllers, secretaries or assistant secretaries under its corporate seal reproduced thereon. 
Such signatures may be manual or facsimile signatures of such authorized officers and may be imprinted or otherwise reproduced
on the Warrant Certificates.  The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed,
imprinted or otherwise reproduced on the Warrant Certificates.


 




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No Warrant Certificate shall be valid for
any purpose, and no Warrant evidenced thereby shall be exercisable, until such Warrant Certificate has been countersigned by the
manual signature of the Warrant Agent.  Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company
shall be conclusive evidence that the Warrant Certificate so countersigned has been duly issued hereunder.


 


In case any officer of the Company who shall
have signed any of the Warrant Certificates either manually or by facsimile signature shall cease to be such officer before the
Warrant Certificates so signed shall have been countersigned and delivered by the Warrant Agent, such Warrant Certificates may
be countersigned and delivered notwithstanding that the person who signed Warrant Certificates ceased to be such officer of the
Company; and any Warrant Certificate may be signed on behalf of the Company by such persons as, at the actual date of the execution
of such Warrant Certificate, shall be the proper officers of the Company, although at the date of the execution of this Agreement
any such person was not such officer.


 


The term “holder”
or “holder of a Warrant Certificate” as used herein shall mean any person in whose name at the time any
Warrant Certificate shall be registered upon the books to be maintained by the Warrant Agent for that purpose. [If Other
Securities and Warrants are not immediately detachable or upon the registration of the Other Securities prior to the
Detachable Date – Prior to the Detachable Date, the Company will, or will cause the registrar of the Other Securities
to, make available at all times to the Warrant Agent such information as to holders of the Other Securities as may be
necessary to keep the Warrant Agent’s records up to date].


 


1.3  Issuance of Warrant Certificates. 
Warrant Certificates evidencing the right to purchase Warrant Securities may be executed by the Company and delivered to the Warrant
Agent upon the execution of this Agreement or from time to time thereafter.  The Warrant Agent shall, upon receipt of Warrant
Certificates duly executed on behalf of the Company, countersign such Warrant Certificates and shall deliver such Warrant Certificates
to or upon the order of the Company.


 


ARTICLE 2


WARRANT PRICE, DURATION AND EXERCISE
OF WARRANTS


 


2.1  Warrant Price.  During
the period specified in Section 2.3, each Warrant shall, subject to the terms of this Agreement and the applicable Warrant
Certificate, entitle the holder thereof to purchase the number of Warrant Securities specified in the applicable Warrant Certificate
at an exercise price of $                per Warrant Security, subject to adjustment upon
the occurrence of certain events, as hereinafter provided.  Such purchase price per Warrant Security is referred to in this
Agreement as the “Warrant Price.”


 


 2.2 Cashless
Exercise. At the option of the holder, the holder may exercise the Warrant, without a cash payment of the Warrant Price, through
a reduction in the number of Warrant Securities issuable upon the exercise of the Warrant. Such reduction may be effected by designating
that the number of the shares of Warrant Securities issuable to the holder upon such exercise shall be reduced by the number of
shares having an aggregate Fair Market Value as of the date of exercise equal to the amount of the total Warrant Price for such
exercise. For purposes of this Warrant, the “Fair Market Value” of the shares of Warrant Securities on any date in
question shall be the last reported sale price (or bid price if there were no sales) per Warrant Security, in either case as reported
on the principal registered national securities exchange on which the Warrant Securities are listed or admitted to trading on the
business day that next precedes the day of exercise or, if the Warrant Securities are not then listed or admitted to trading on
any registered national securities exchange, the average of the closing high bid and low asked prices as reported on the OTC Bulletin
Board Service (the “OTC Bulletin Board”) operated by the Financial Industry Regulatory Authority, Inc. (“FINRA”)
or, if not available on the OTC Bulletin Board, then the average of the closing high bid and low asked prices as reported on any
other U.S. quotation medium or inter-dealer quotation system on such date, or if on any such date the Warrant Securities are not
listed or admitted to trading on a registered national securities exchange, are not included in the OTC Bulletin Board, and are
not quoted on any other U.S. quotation medium or inter-dealer quotation system, an amount equal to the same fraction of the average
of the closing bid and asked prices as furnished by any FINRA member firm selected from time to time by the Company for that purpose
at the close of business on the business day that next precedes the day of exercise. In connection with any cashless exercise,
no cash or other consideration will be paid by the holder in connection with such exercise other than the surrender of the Warrant
itself, and no commission or other remuneration will be paid or given by the holder or the Company in connection with such exercise.


 




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2.3 Duration of Warrants. Each
Warrant may be exercised in whole or in part at any time, as specified herein, on or after [the date thereof] [        ]
and at or before [        ] p.m., [City] time, on or such later date as the Company
may designate by notice to the Warrant Agent and the holders of Warrant Certificates mailed to their addresses as set forth in
the record books of the Warrant Agent (the “Expiration Date”). Each Warrant not exercised at or before
[        ] p.m., [City] time, on the Expiration Date shall become void, and all rights
of the holder of the Warrant Certificate evidencing such Warrant under this Agreement shall cease.


 


2.4  Exercise of Warrants.


 


(a)            During
the period specified in Section 2.3, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered
form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful
money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds]
[by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant
is being exercised, or providing a notice that the holder elects to effect a cashless exercise as contemplated by Section 2.2
to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business
days of such payment or notice by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities
set forth on the reverse side of the Warrant Certificate properly completed and duly executed.  The date on which payment
in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid,
be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of
such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon
the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant
Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities
on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes
at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the
exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are
then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and
until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities.  The Warrant Agent
shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall
advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount
so deposited to its account.  The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.


 


(b)            The
Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities
with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such
Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery
of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise,
and (iv) such other information as the Company shall reasonably require.


 




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(c)            As
soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant
Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered
in such name or names as may be directed by such holder.  If fewer than all of the Warrants evidenced by such Warrant Certificate
are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver,
a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised.


 


(d)            The
Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with
any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company
shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been
established to the Company’s satisfaction that no such tax or other charge is due.


 


(e)            Prior
to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date
keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise
of the Warrants.


 


ARTICLE 3


OTHER PROVISIONS RELATING TO RIGHTS OF
HOLDERS OF


WARRANT CERTIFICATES


 


3.1  No Rights as Warrant Securityholder
Conferred by Warrants or Warrant Certificates.  No Warrant Certificate or Warrant evidenced thereby shall entitle the
holder thereof to any of the rights of a holder of Warrant Securities, including, without limitation, the right to receive the
payment of dividends or distributions, if any, on the Warrant Securities or to exercise any voting rights, except to the extent
expressly set forth in this Agreement or the applicable Warrant Certificate.


 


3.2  Lost, Stolen, Mutilated or
Destroyed Warrant Certificates.  Upon receipt by the Warrant Agent of evidence reasonably satisfactory to it and the Company
of the ownership of and the loss, theft, destruction or mutilation of any Warrant Certificate and/or indemnity reasonably satisfactory
to the Warrant Agent and the Company and, in the case of mutilation, upon surrender of the mutilated Warrant Certificate to the
Warrant Agent for cancellation, then, in the absence of notice to the Company or the Warrant Agent that such Warrant Certificate
has been acquired by a bona fide purchaser, the Company shall execute, and an authorized officer of the Warrant Agent shall manually
countersign and deliver, in exchange for or in lieu of the lost, stolen, destroyed or mutilated Warrant Certificate, a new Warrant
Certificate of the same tenor and evidencing Warrants for a like number of Warrant Securities.  Upon the issuance of any new
Warrant Certificate under this Section 3.2, the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the
Warrant Agent) in connection therewith.  Every substitute Warrant Certificate executed and delivered pursuant to this Section
3.2 in lieu of any lost, stolen or destroyed Warrant Certificate shall represent an additional contractual obligation of the
Company, whether or not the lost, stolen or destroyed Warrant Certificate shall be at any time enforceable by anyone, and shall
be entitled to the benefits of this Agreement equally and proportionately with any and all other Warrant Certificates duly executed
and delivered hereunder.  The provisions of this Section 3.2 are exclusive and shall preclude (to the extent lawful)
all other rights and remedies with respect to the replacement of mutilated, lost, stolen or destroyed Warrant Certificates.


 


3.3  Holder of Warrant Certificate
May Enforce Rights.  Notwithstanding any of the provisions of this Agreement, any holder of a Warrant Certificate, without
the consent of the Warrant Agent, the holder of any Warrant Securities or the holder of any other Warrant Certificate, may, in
such holder’s own behalf and for such holder’s own benefit, enforce, and may institute and maintain any suit, action
or proceeding against the Company suitable to enforce, or otherwise in respect of, such holder’s right to exercise the Warrants
evidenced by such holder’s Warrant Certificate in the manner provided in such holder’s Warrant Certificate and in this
Agreement.


 




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3.4  Adjustments.


 


(a)          
     In case the Company shall at any time subdivide its outstanding shares of Common Stock or
Preferred Stock, as applicable, into a greater number of shares, the Warrant Price in effect immediately prior to such
subdivision shall be proportionately reduced and the number of Warrant Securities purchasable under the Warrants shall
be proportionately increased.  Conversely, in case the outstanding shares of Common Stock or
Preferred Stock, as applicable, of the Company shall be
combined into a smaller number of shares, the Warrant Price in effect immediately prior to such combination shall be
proportionately increased and the number of Warrant Securities purchasable under the Warrants shall be proportionately
decreased.


 


(b)        
       If at any time or from time to time the holders of Common Stock (or any shares of stock
or other securities at the time receivable upon the exercise of the Warrants) shall have received or become entitled to receive,
without payment therefore:


 


(i)            Common
Stock or any shares of stock or other securities which are at any time directly or indirectly convertible into or exchangeable
for Common Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend
or other distribution;


 


(ii)            any
cash paid or payable otherwise than as a cash dividend paid or payable out of the Company’s current or retained earnings;


 


(iii)            any
evidence of the Company’s indebtedness or rights to subscribe for or purchase the Company’s indebtedness; or


 


(iv)            Common
Stock or additional stock or other securities or property (including cash) by way of spinoff, split-up, reclassification, combination
of shares or similar corporate rearrangement (other than shares of Common Stock or
Preferred Stock, as applicable, issued as a stock split or adjustments in respect
of which shall be covered by the terms of Section 3.4(a) above), then and in each such case, the holder of each Warrant
shall, upon the exercise of the Warrant, be entitled to receive, in addition to the number of Warrant Securities receivable thereupon,
and without payment of any additional consideration therefore, the amount of stock and other securities and property (including
cash and indebtedness or rights to subscribe for or purchase indebtedness) which such holder would hold on the date of such exercise
had such holder been the holder of record of such Warrant Securities as of the date on which holders of Common Stock received or
became entitled to receive such shares or all other additional stock and other securities and property.


 


(c)           
     In case of (i) any reclassification, capital reorganization, or change in the Common Stock or
Preferred Stock, as applicable, of the
Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 3.4(a) or Section
3.4(b) above), (ii) share exchange, merger or similar transaction of the Company with or into another person or entity (other
than a share exchange, merger or similar transaction in which the Company is the acquiring or surviving corporation and which does
not result in any change in the Common Stock or
Preferred Stock, as applicable, other than the issuance of additional shares of Common Stock or
Preferred Stock, as applicable) or (iii) the sale, exchange,
lease, transfer or other disposition of all or substantially all of the properties and assets of the Company as an entirety (in
any such case, a “Reorganization Event”), then, as a condition of such Reorganization Event, lawful provisions
shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the holders
of the Warrants, so that the holders of the Warrants shall have the right at any time prior to the expiration of the Warrants to
purchase, at a total price equal to that payable upon the exercise of the Warrants, the kind and amount of shares of stock and
other securities and property receivable in connection with such Reorganization Event by a holder of the same number of Warrant
Securities as were purchasable by the holders of the Warrants immediately prior to such Reorganization Event.  In any such
case appropriate provisions shall be made with respect to the rights and interests of the holders of the Warrants so that the provisions
hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise
of the Warrants, and appropriate adjustments shall be made to the Warrant Price payable hereunder provided the aggregate purchase
price shall remain the same.  In the case of any transaction described in clauses (ii) and (iii) above, the Company shall
thereupon be relieved of any further obligation hereunder or under the Warrants, and the Company as the predecessor corporation
may thereupon or at any time thereafter be dissolved, wound up or liquidated.  Such successor or assuming entity thereupon
may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Warrants issuable
hereunder which heretofore shall not have been signed by the Company, and may execute and deliver securities in its own name, in
fulfillment of its obligations to deliver Warrant Securities upon exercise of the Warrants.  All the Warrants so issued shall
in all respects have the same legal rank and benefit under this Agreement as the Warrants theretofore or thereafter issued in accordance
with the terms of this Agreement as though all of such Warrants had been issued at the date of the execution hereof In any case
of any such Reorganization Event, such changes in phraseology and form (but not in substance) may be made in the Warrants thereafter
to be issued as may be appropriate.  The Warrant Agent may receive a written opinion of legal counsel as conclusive evidence
that any such Reorganization Event complies with the provisions of this Section 3.4.


 




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(d)              
 The Company may, at its option, at any time until the Expiration Date, reduce the then current Warrant Price to any amount
deemed appropriate by the Board of Directors of the Company for any period not exceeding twenty consecutive days (as evidenced
in a resolution adopted by such Board of Directors), but only upon giving the notices required by Section 3.5 at least ten
days prior to taking such action.


 


(e)
             
       Except as herein otherwise expressly provided, no adjustment in the Warrant
Price shall be made by reason of the issuance of shares of Common Stock, Preferred Stock, or securities convertible into or
exchangeable for shares of Common Stock or Preferred Stock, or securities carrying the right to purchase any of the foregoing or
for any other reason whatsoever.


 


(f)             
   No fractional Warrant Securities shall be issued upon the exercise of Warrants. If more than one Warrant shall
be exercised at one time by the same holder, the number of full Warrant Securities which shall be issuable upon such exercise shall
be computed on the basis of the aggregate number of Warrant Securities purchased pursuant to the Warrants so exercised. Instead
of any fractional Warrant Security which would otherwise be issuable upon exercise of any Warrant, the Company shall pay a cash
adjustment in respect of such fraction in an amount equal to the same fraction of the Fair Market Value of the Warrant Security.


 


(g)           
    Whenever the Warrant Price then in effect is adjusted as herein provided, the Company shall mail to each
holder of the Warrants at such holder’s address as it shall appear on the books of the Company a statement setting forth
the adjusted Warrant Price then and thereafter effective under the provisions hereof, together with the facts, in reasonable detail,
upon which such adjustment is based.


 


3.5  Notice To Warrantholders. 
In case the Company shall (a) effect any dividend or distribution described in Section 3.4(b), (b) effect any Reorganization
Event, (c) make any distribution on or in respect of the Common Stock or
Preferred Stock, as applicable, in connection with the dissolution, liquidation or winding
up of the Company, or (d) reduce the then current Warrant Price pursuant to Section 3.4(d), then the Company shall mail
to each holder of Warrants at such holder’s address as it shall appear on the books of the Warrant Agent, at least ten days
prior to the applicable date hereinafter specified, a notice stating (x) the record date for such dividend or distribution, or,
if a record is not to be taken, the date as of which the holders of record of Common Stock or
Preferred Stock, as applicable, that will be entitled to such dividend
or distribution are to be determined, (y) the date on which such Reorganization Event, dissolution, liquidation or winding up is
expected to become effective, and the date as of which it is expected that holders of Common Stock or
Preferred Stock, as applicable, of record shall be entitled
to exchange their shares of Common Stock or
Preferred Stock, as applicable, for securities or other property deliverable upon such Reorganization Event, dissolution,
liquidation or winding up, or (z) the first date on which the then current Warrant Price shall be reduced pursuant to Section
3.4(d).  No failure to mail such notice nor any defect therein or in the mailing thereof shall affect any such transaction
or any adjustment in the Warrant Price required by Section 3.4.


 


3.6  [If the Warrants are subject
to acceleration by the Company, insert—Acceleration of Warrants by the Company.


 




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(a)              
  At any time on or after                    , 20__, the Company
shall have the right to accelerate any or all Warrants at any time by causing them to expire at the close of business on the
day next preceding a specified date (the “Acceleration Date”), if the Market Price (as hereinafter
defined) of the Common Stock or Preferred Stock, as applicable, equals or exceeds          percent
(       %) of the then effective Warrant Price on any twenty Trading Days (as hereinafter defined) within
a period of thirty consecutive Trading Days ending no more than five Trading Days prior to the date on which the Company
gives notice to the Warrant Agent of its election to accelerate the Warrants.


 


(b)           
    “Market Price” for each Trading Day shall be, if the Common Stock or
Preferred Stock, as applicable, is listed or
admitted to trading on any registered national securities exchange, the last reported sale price, regular way (or, if no such
price is reported, the average of the reported closing bid and asked prices, regular way) of Common Stock or
Preferred Stock, as applicable, in either case as
reported on the principal registered national securities exchange on which the Common Stock or
Preferred Stock, as applicable, is listed or admitted to trading
or, if not listed or admitted to trading on any registered national securities exchange, the average of the closing high bid
and low asked prices as reported on the OTC Bulletin Board operated by FINRA, or if not available on the OTC Bulletin Board,
then the average of the closing high bid and low asked prices as reported on any other U.S. quotation medium or inter-dealer
quotation system, or if on any such date the shares of Common Stock or
Preferred Stock, as applicable, are not listed or admitted to trading on a registered
national securities exchange, are not included in the OTC Bulletin Board, and are not quoted on any other U.S. quotation
medium or inter-dealer quotation system, the average of the closing bid and asked prices as furnished by any FINRA member
firm selected from time to time by the Company for that purpose.  “Trading Day” shall be each Monday
through Friday, other than any day on which securities are not traded in the system or on the exchange that is the principal
market for the Common Stock or
Preferred Stock, as applicable, as determined by the Board of Directors of the Company.


 


(c)           
    In the event of an acceleration of less than all of the Warrants, the Warrant Agent shall select the Warrants
to be accelerated by lot, pro rata or in such other manner as it deems, in its discretion, to be fair and appropriate.


 


(d)             
   Notice of an acceleration specifying the Acceleration Date shall be sent by mail first class, postage prepaid,
to each registered holder of a Warrant Certificate representing a Warrant accelerated at such holder’s address appearing
on the books of the Warrant Agent not more than sixty days nor less than thirty days before the Acceleration Date.  Such notice
of an acceleration also shall be given no more than twenty days, and no less than ten days, prior to the mailing of notice to registered
holders of Warrants pursuant to this Section 3.6, by publication at least once in a newspaper of general circulation in
the City of New York.


 


(e)              
  Any Warrant accelerated may be exercised until [        ] p.m., [City]
time, on the business day next preceding the Acceleration Date. The Warrant Price shall be payable as provided in Section 2.]


 




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ARTICLE 4


EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES


 


4.1  Exchange and Transfer of Warrant
Certificates.  [If Other Securities with Warrants which are immediately detachable - Upon] [If Other Securities with Warrants
which are not immediately detachable - Prior to the Detachable Date, a Warrant Certificate may be exchanged or transferred only
together with the Other Security to which the Warrant Certificate was initially attached, and only for the purpose of effecting
or in conjunction with an exchange or transfer of such Other Security. Prior to any Detachable Date, each transfer of the
Other Security shall operate also to transfer the related Warrant Certificates. After the Detachable Date, upon] surrender
at the corporate trust office of the Warrant Agent, Warrant Certificates evidencing Warrants may be exchanged for Warrant Certificates
in other denominations evidencing such Warrants or the transfer thereof may be registered in whole or in part; provided
that such other Warrant Certificates evidence Warrants for the same aggregate number of Warrant Securities as the Warrant Certificates
so surrendered.  The Warrant Agent shall keep, at its corporate trust office, books in which, subject to such reasonable regulations
as it may prescribe, it shall register Warrant Certificates and exchanges and transfers of outstanding Warrant Certificates, upon
surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office for exchange or registration of transfer,
properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer,
all in form satisfactory to the Company and the Warrant Agent.  No service charge shall be made for any exchange or registration
of transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or
other governmental charge that may be imposed in connection with any such exchange or registration of transfer.  Whenever
any Warrant Certificates are so surrendered for exchange or registration of transfer, an authorized officer of the Warrant Agent
shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates
duly authorized and executed by the Company, as so requested.  The Warrant Agent shall not be required to effect any exchange
or registration of transfer which will result in the issuance of a Warrant Certificate evidencing a Warrant for a fraction of a
Warrant Security or a number of Warrants for a whole number of Warrant Securities and a fraction of a Warrant Security.  All
Warrant Certificates issued upon any exchange or registration of transfer of Warrant Certificates shall be the valid obligations
of the Company, evidencing the same obligations and entitled to the same benefits under this Agreement as the Warrant Certificate
surrendered for such exchange or registration of transfer.


 


4.2  Treatment of Holders of Warrant
Certificates.  [If Other Securities and Warrants are not immediately detachable - Prior to the Detachable Date, the Company,
the Warrant Agent and all other persons may treat the owner of the Other Security as the owner of the Warrant Certificates initially
attached thereto for any purpose and as the person entitled to exercise the rights represented by the Warrants evidenced by such
Warrant Certificates, any notice to the contrary notwithstanding. After the Detachable Date and prior to due presentment of
a Warrant Certificate for registration of transfer, the] [T]he Company, the Warrant Agent and all other persons may treat
the registered holder of a Warrant Certificate as the absolute owner thereof for any purpose and as the person entitled to exercise
the rights represented by the Warrants evidenced thereby, any notice to the contrary notwithstanding.


 


4.3  Cancellation of Warrant Certificates. 
Any Warrant Certificate surrendered for exchange, registration of transfer or exercise of the Warrants evidenced thereby shall,
if surrendered to the Company, be delivered to the Warrant Agent and all Warrant Certificates surrendered or so delivered to the
Warrant Agent shall be promptly canceled by the Warrant Agent and shall not be reissued and, except as expressly permitted by this
Agreement, no Warrant Certificate shall be issued hereunder in exchange therefor or in lieu thereof.  The Warrant Agent shall
deliver to the Company from time to time or otherwise dispose of canceled Warrant Certificates in a manner satisfactory to the
Company.


 


ARTICLE 5


CONCERNING THE WARRANT AGENT


 


5.1  Warrant Agent.  The
Company hereby appoints __________ as Warrant Agent of the Company in respect of the Warrants and the Warrant Certificates upon
the terms and subject to the conditions herein set forth, and __________ hereby accepts such appointment.  The Warrant Agent
shall have the powers and authority granted to and conferred upon it in the Warrant Certificates and hereby and such further powers
and authority to act on behalf of the Company as the Company may hereafter grant to or confer upon it.  All of the terms and
provisions with respect to such powers and authority contained in the Warrant Certificates are subject to and governed by the terms
and provisions hereof.


 


5.2  Conditions of Warrant Agent’s
Obligations.  The Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof, including
the following to all of which the Company agrees and to all of which the rights hereunder of the holders from time to time of the
Warrant Certificates shall be subject:


 


(a)            
    Compensation and Indemnification.  The Company agrees promptly to pay the Warrant Agent the
compensation to be agreed upon with the Company for all services rendered by the Warrant Agent and to reimburse the Warrant Agent
for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without negligence, bad faith or willful misconduct
by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent.  The Company also agrees to
indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without negligence, bad
faith or willful misconduct on the part of the Warrant Agent, arising out of or in connection with its acting as Warrant Agent
hereunder, including the reasonable costs and expenses of defending against any claim of such liability.


 




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(b)           
     Agent for the Company.  In acting under this Agreement and in connection with the Warrant
Certificates, the Warrant Agent is acting solely as agent of the Company and does not assume any obligations or relationship of
agency or trust for or with any of the holders of Warrant Certificates or beneficial owners of Warrants.


 


(c)                
Counsel.  The Warrant Agent may consult with counsel satisfactory to it, which may include counsel for the Company,
and the written advice of such counsel shall be full and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in accordance with the advice of such counsel.


 


(d)             
  Documents.  The Warrant Agent shall be protected and shall incur no liability for or in respect of any
action taken or omitted by it in reliance upon any Warrant Certificate, notice, direction, consent, certificate, affidavit, statement
or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties.


 


(e)            
    Certain Transactions.  The Warrant Agent, and its officers, directors and employees, may become
the owner of, or acquire any interest in, Warrants, with the same rights that it or they would have if it were not the Warrant
Agent hereunder, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other
transaction with the Company and may act on, or as depositary, trustee or agent for, any committee or body of holders of Warrant
Securities or other obligations of the Company as freely as if it were not the Warrant Agent hereunder.  Nothing in this Agreement
shall be deemed to prevent the Warrant Agent from acting as trustee under any indenture to which the Company is a party.


 


(f)             
   No Liability for Interest.  Unless otherwise agreed with the Company, the Warrant Agent shall have
no liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement or of the
Warrant Certificates.


 


(g)          
     No Liability for Invalidity.  The Warrant Agent shall have no liability with respect
to any invalidity of this Agreement or any of the Warrant Certificates (except as to the Warrant Agent’s countersignature
thereon).


 


(h)                No
Responsibility for Representations.  The Warrant Agent shall not be responsible for any of the recitals or representations
herein or in the Warrant Certificates (except as to the Warrant Agent’s countersignature thereon), all of which are made
solely by the Company.


 


(i)              
  No Implied Obligations.  The Warrant Agent shall be obligated to perform only such duties as are herein
and in the Warrant Certificates specifically set forth and no implied duties or obligations shall be read into this Agreement or
the Warrant Certificates against the Warrant Agent.  The Warrant Agent shall not be under any obligation to take any action
hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its
reasonable opinion, assured to it.  The Warrant Agent shall not be accountable or under any duty or responsibility for the
use by the Company of any of the Warrant Certificates authenticated by the Warrant Agent and delivered by it to the Company pursuant
to this Agreement or for the application by the Company of the proceeds of the Warrant Certificates.  The Warrant Agent shall
have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained
herein or in the Warrant Certificates or in the case of the receipt of any written demand from a holder of a Warrant Certificate
with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate
or attempt to initiate any proceedings at law or otherwise or, except as provided in Section 6.2 hereof, to make any demand
upon the Company.


 




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5.3  Resignation, Removal and Appointment of Successors.


 


(a)            
    The Company agrees, for the benefit of the holders from time to time of the Warrant Certificates, that
there shall at all times be a Warrant Agent hereunder until all the Warrants have been exercised or are no longer exercisable.


 


(b)           
     The Warrant Agent may at any time resign as agent by giving written notice to the Company of such
intention on its part, specifying the date on which its desired resignation shall become effective; provided that such date
shall not be less than three months after the date on which such notice is given unless the Company otherwise agrees.  The
Warrant Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of
the Company and specifying such removal and the intended date when it shall become effective.  Such resignation or removal
shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Warrant Agent (which shall be a
bank or trust company authorized under the laws of the jurisdiction of its organization to exercise corporate trust powers) and
the acceptance of such appointment by such successor Warrant Agent.  The obligation of the Company under Section 5.2(a)
shall continue to the extent set forth therein notwithstanding the resignation or removal of the Warrant Agent.


 


(c)           
     In case at any time the Warrant Agent shall resign, or shall be removed, or shall become incapable
of acting, or shall be adjudged a bankrupt or insolvent, or shall commence a voluntary case under the Federal bankruptcy laws,
as now or hereafter constituted, or under any other applicable Federal or state bankruptcy, insolvency or similar law or shall
consent to the appointment of or taking possession by a receiver, custodian, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Warrant Agent or its property or affairs, or shall make an assignment for the benefit of creditors, or
shall admit in writing its inability to pay its debts generally as they become due, or shall take corporate action in furtherance
of any such action, or a decree or order for relief by a court having jurisdiction in the premises shall have been entered in respect
of the Warrant Agent in an involuntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable
Federal or state bankruptcy, insolvency or similar law, or a decree or order by a court having jurisdiction in the premises shall
have been entered for the appointment of a receiver, custodian, liquidator, assignee, trustee, sequestrator (or similar official)
of the Warrant Agent or of its property or affairs, or any public officer shall take charge or control of the Warrant Agent or
of its property or affairs for the purpose of rehabilitation, conservation, winding up or liquidation, a successor Warrant Agent,
qualified as aforesaid, shall be appointed by the Company by an instrument in writing, filed with the successor Warrant Agent. 
Upon the appointment as aforesaid of a successor Warrant Agent and acceptance by the successor Warrant Agent of such appointment,
the Warrant Agent shall cease to be Warrant Agent hereunder.


 


(d)               
Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment hereunder, and thereupon such successor Warrant Agent, without any further act, deed or conveyance,
shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with
like effect as if originally named as Warrant Agent hereunder, and such predecessor, upon payment of its charges and disbursements
then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Warrant Agent shall be entitled
to receive, all monies, securities and other property on deposit with or held by such predecessor, as Warrant Agent hereunder.


 


(e)             
   Any corporation into which the Warrant Agent hereunder may be merged or converted or any corporation with which
the Warrant Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant
Agent shall be a party, or any corporation to which the Warrant Agent shall sell or otherwise transfer all or substantially all
the assets and business of the Warrant Agent, provided that it shall be qualified as aforesaid, shall be the successor Warrant
Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.


 




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ARTICLE 6


MISCELLANEOUS


 


6.1  Amendment.  This Agreement
may be amended by the parties hereto, without the consent of the holder of any Warrant Certificate, for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective provision contained herein, or making any other provisions with
respect to matters or questions arising under this Agreement as the Company and the Warrant Agent may deem necessary or desirable;
provided that such action shall not materially adversely affect the interests of the holders of the Warrant Certificates.


 


6.2  Notices and Demands to the
Company and Warrant Agent.  If the Warrant Agent shall receive any notice or demand addressed to the Company by the holder
of a Warrant Certificate pursuant to the provisions of the Warrant Certificates, the Warrant Agent shall promptly forward such
notice or demand to the Company.


 


6.3  Addresses.  Any communication
from the Company to the Warrant Agent with respect to this Agreement shall be addressed to __________, Attention: __________ and
any communication from the Warrant Agent to the Company with respect to this Agreement shall be addressed to Alliqua BioMedical,
Inc., 2150 Cabot Boulevard West, Langhorne, Pennsylvania 19047, Attention: Chief Executive Officer (or such other address as shall
be specified in writing by the Warrant Agent or by the Company).


 


6.4  Governing Law.  This
Agreement and each Warrant Certificate issued hereunder shall be governed by and construed in accordance with the laws of the State
of New York.


 


6.5  Delivery of Prospectus. 
The Company shall furnish to the Warrant Agent sufficient copies of a prospectus meeting the requirements of the Securities Act
of 1933, as amended, relating to the Warrant Securities deliverable upon exercise of the Warrants (the “Prospectus”),
and the Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent will deliver to the holder of the Warrant
Certificate evidencing such Warrant, prior to or concurrently with the delivery of the Warrant Securities issued upon such exercise,
a Prospectus.  The Warrant Agent shall not, by reason of any such delivery, assume any responsibility for the accuracy or
adequacy of such Prospectus.


 


6.6  Obtaining of Governmental Approvals. 
The Company will from time to time take all action which may be necessary to obtain and keep effective any and all permits, consents
and approvals of governmental agencies and authorities and securities act filings under United States Federal and state laws (including
without limitation a registration statement in respect of the Warrants and Warrant Securities under the Securities Act of 1933,
as amended), which may be or become requisite in connection with the issuance, sale, transfer, and delivery of the Warrant Securities
issued upon exercise of the Warrants, the issuance, sale, transfer and delivery of the Warrants or upon the expiration of the period
during which the Warrants are exercisable.


 


6.7  Persons Having Rights Under
Warrant Agreement.  Nothing in this Agreement shall give to any person other than the Company, the Warrant Agent and the
holders of the Warrant Certificates any right, remedy or claim under or by reason of this Agreement.


 


6.8  Headings.  The descriptive
headings of the several Articles and Sections of this Agreement are inserted for convenience only and shall not control or affect
the meaning or construction of any of the provisions hereof.


 


6.9  Counterparts.  This
Agreement may be executed in any number of counterparts, each of which as so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.


 


6.10  Inspection of Agreement. 
A copy of this Agreement shall be available at all reasonable times at the principal corporate trust office of the Warrant Agent
for inspection by the holder of any Warrant Certificate.  The Warrant Agent may require such holder to submit such holder’s
Warrant Certificate for inspection by it.


 




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IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed all as of the day and year first above written.


 


	 	Alliqua BioMedical, Inc., as Company
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	ATTEST:	 
	 	 
	 	COUNTERSIGNED
	 	 
	 	__________, as Warrant Agent 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	ATTEST:	 


 


[SIGNATURE PAGE TO ALLIQUA BIOMEDICAL, INC.
FORM OF WARRANT AGREEMENT]


 




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EXHIBIT A 


 


FORM OF WARRANT CERTIFICATE 


[Face of Warrant Certificate] 


 


	[Form if Warrants are attached to Other Securities and are not immediately detachable.	 	Prior to             , this Warrant Certificate cannot be transferred or exchanged unless attached to a [Title of Other Securities].]
	 	 
	[Form of Legend if Warrants are not immediately exercisable.	 	Prior to             , Warrants evidenced by this Warrant Certificate cannot be exercised.]


 


EXERCISABLE ONLY IF COUNTERSIGNED BY THE
WARRANT


AGENT AS PROVIDED HEREIN


 


VOID AFTER [        ] P.M.,
[CITY] TIME, ON ,


 


ALLIQUA BIOMEDICAL, INC.


 


WARRANT CERTIFICATE REPRESENTING


WARRANTS TO PURCHASE


[COMMON STOCK, PAR VALUE $0.001 PER SHARE]


[PREFERRED STOCK]


 


	No.   	Warrants


 


This certifies
that
                            
or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such
owner [if Warrants are attached to Other Securities and are not immediately detachable -, subject to the registered
owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined),] to purchase, at any time
[after [        ] p.m., [City] time,
on         and] on or before
[        ] p.m., [City] time,
on
                    ,
                shares of [Common Stock,
par value $0.001 per share] [Preferred Stock] (the “Warrant Securities”), of Alliqua BioMedical,
Inc. (the “Company”) on the following basis: during the period
from
                    ,
through and
including
                    ,
the exercise price per Warrant Security will be $        , subject to adjustment
as provided in the Warrant Agreement (as hereinafter defined) (the “Warrant Price”). The
Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying
in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New
York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price for each Warrant
Security with respect to which this Warrant is exercised, or providing a notice that the holder elects to effect a cashless
exercise to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form
on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent
(the “Warrant Agent”), which is, on the date hereof, at the address specified on the reverse
hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter
defined).


 


The term “Holder”
as used herein shall mean [if Warrants are attached to Other Securities and are not immediately detachable - prior to                     ,
(the “Detachable Date”), the registered owner of the Company’s [title of Other Securities] to which
this Warrant Certificate was initially attached, and after such Detachable Date,] the person in whose name at the time this Warrant
Certificate shall be registered upon the books to be maintained by the Warrant Agent for that purpose pursuant to Section 4
of the Warrant Agreement.


 


The Warrants evidenced by this Warrant
Certificate may be exercised to purchase a whole number of Warrant Securities in registered form. Upon any exercise of fewer
than all of the Warrants evidenced by this Warrant Certificate, there shall be issued to the Holder hereof a new Warrant Certificate
evidencing Warrants for the number of Warrant Securities remaining unexercised.


 


This Warrant Certificate is issued under
and in accordance with the Warrant Agreement dated as of                     ,
(the “Warrant Agreement”), between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and provisions the Holder of this Warrant Certificate consents
by acceptance hereof. Copies of the Warrant Agreement are on file at the above-mentioned office of the Warrant Agent.


 




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[If Warrants are attached to Other Securities
and are not immediately detachable - Prior to the Detachable Date, this Warrant Certificate may be exchanged or transferred only
together with the [Title of Other Securities] (the “Other Securities”) to which this Warrant Certificate
was initially attached, and only for the purpose of effecting or in conjunction with, an exchange or transfer of such Other Security. Additionally,
on or prior to the Detachable Date, each transfer of such Other Security on the register of the Other Securities shall operate
also to transfer this Warrant Certificate. After such date, transfer of this] [If Warrants are attached to Other Securities
and are immediately detachable – Transfer of this] Warrant Certificate may be registered when this Warrant Certificate is
surrendered at the corporate trust office of the Warrant Agent by the registered owner or such owner’s assigns, in the manner
and subject to the limitations provided in the Warrant Agreement.


 


[If Other Securities with Warrants which
are not immediately detachable - Except as provided in the immediately preceding paragraph, after] [If Other Securities with Warrants
which are immediately detachable or Warrants alone - After] countersignature by the Warrant Agent and prior to the expiration of
this Warrant Certificate, this Warrant Certificate may be exchanged at the corporate trust office of the Warrant Agent for Warrant
Certificates representing Warrants for the same aggregate number of Warrant Securities.


 


This Warrant Certificate shall not entitle
the Holder hereof to any of the rights of a holder of the Warrant Securities, including, without limitation, the right to receive
payments of dividends or distributions, if any, on the Warrant Securities (except to the extent set forth in the Warrant Agreement)
or to exercise any voting rights.


 


Reference is hereby made to the further
provisions of this Warrant Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.


 


This Warrant Certificate shall not be valid
or obligatory for any purpose until countersigned by the Warrant Agent.


 


IN WITNESS WHEREOF, the Company
has caused this Warrant to be executed in its name and on its behalf by the facsimile signatures of its duly authorized officers.


 


	Dated:                    	 	ALLIQUA BIOMEDICAL, INC.
	 	 	By	 
	 	 	Its	 
	 	 	 	 
	Attest:	 	 	 
	 	 	 	 
	Countersigned:	 	 	 
	 	 	 	 
	As Warrant Agent	 	 	 
	 	 	 	 
	By	 	 	 	 
	 	Authorized Signature	 	 	 


 


[REVERSE OF WARRANT
CERTIFICATE]


 


(Instructions for Exercise of Warrant)


 


To exercise any Warrants evidenced hereby for Warrant Securities
(as hereinafter defined), the Holder must pay, in lawful money of the United States of America, [in cash or by certified check
or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price
in full for Warrants exercised, or provide a notice that the holder elects to effect a cashless exercise to [Warrant Agent] [address
of Warrant Agent], Attn:                     ,
which payment must specify the name of the Holder and the number of Warrants exercised by such Holder. In addition, the Holder
must complete the information required below and present this Warrant Certificate in person or by mail (certified or registered
mail is recommended) to the Warrant Agent at the appropriate address set forth above. This Warrant Certificate, completed
and duly executed, must be received by the Warrant Agent within five business days of the payment.


 




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(To be executed upon exercise of Warrants)


 


The undersigned hereby
irrevocably
elects
to
exercise
                    
Warrants, evidenced by this Warrant Certificate, to
purchase                  shares of the
[Common Stock, par value $0.001 per share] [Preferred Stock] (the “Warrant Securities”), of Alliqua
BioMedical, Inc. and represents that the undersigned has tendered payment for such Warrant Securities, in lawful money of the
United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank
wire transfer in immediately available funds], or provided a notice that the holder elects to effect a cashless exercise to
the order of Alliqua BioMedical, Inc., c/o [insert name and address of Warrant Agent], in the amount
of $         in accordance with the terms hereof. The undersigned
requests that said Warrant Securities be in fully registered form in the authorized denominations, registered in such names
and delivered all as specified in accordance with the instructions set forth below.


 


If the number of Warrants exercised is less than all of the
Warrants evidenced hereby, the undersigned requests that a new Warrant Certificate evidencing the Warrants for the number of Warrant
Securities remaining unexercised be issued and delivered to the undersigned unless otherwise specified in the instructions below.





	 	 	 	 	 	 	 
	Dated                     	 	 	 	Name	 	 
	 	 	 	 	 	 	(Please Print)
	 	 	 	 	Address	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	(Insert Social Security or Other Identifying Number of Holder)
	Signature Guaranteed	 	 	 	 	 	 
	 	 	 	 	 	 	Signature
	 	 	 	 	 	 	(Signature must conform in all respects to name of holder as specified on the face of this Warrant Certificate and must bear a signature guarantee by a bank, trust company or member broker of the New York, Midwest or Pacific Stock Exchange)


 


This Warrant may be exercised at the following addresses:


 





	 	By hand at	 	 
	 	 	 	 
	 	 	 	 
	 	By mail at	 	 
	 		 	 
	 	 	 	 




 


[Instructions as to form and delivery of Warrant Securities
and, if applicable, Warrant Certificates evidencing Warrants for the number of Warrant Securities remaining unexercised –
complete as appropriate.]


 




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ASSIGNMENT


 


[Form of assignment to be executed
if


Warrant Holder desires to transfer Warrant]


 


FOR VALUE RECEIVED,                     
hereby sells, assigns and transfers unto:


 


	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	(Please print name and address including zip code)	 	 	 	Please insert Social Security or other identifying number


 


the right represented by the within Warrant to purchase                 
shares of [Title of Warrant Securities] of Alliqua BioMedical, Inc. to which the within Warrant relates and appoints                     
attorney to transfer such right on the books of the Warrant Agent with full power of substitution in the premises.





	 	 	 	 	 
	Dated                     	 	 	 	 
	 	 	 	 	Signature
	 	 	 	 	(Signature must conform in all respects to name of holder as specified on the face of the Warrant)
	Signature Guaranteed	 	 	 	 
	 	 	 


 




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