FORM OF
WARRANT


 


NEITHER THESE SECURITIES NOR THE SECURITIES
FOR WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


 


ALLIQUA, INC.


 


WARRANT


 





	Warrant No. [__]	Original Issue Dated: April 14, 2014







 


Alliqua, Inc., a Florida
corporation (the “Company”), hereby certifies that, for value received, [_____________] or its registered
assigns (the “Holder”), is entitled to purchase from the Company up to a total of [_________] shares
of common stock, $0.001 par value per share (the “Common Stock”) of the Company (each such share, a “Warrant
Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $10.50
per share (as adjusted from time to time as provided in Section 8, the “Exercise Price”),
at any time and on or after October 15, 2014 (the “Initial Exercise Date”), the date that is six months
and one day after the Original Issue Date, and through and including the date that is five (5) years from the Original
Issue Date, or if such day is not a Business Day (as defined in the Purchase Agreement, as defined below), on the next preceding
Business Day (the “Expiration Date”), and subject to the following terms and conditions. This Warrant
(this “Warrant”) is issued pursuant to that certain Securities Purchase Agreement, dated as of April
14, 2014, by and among the Company and the investors signatory thereto (the “Purchase Agreement”).


 


1.Registration
of Warrant. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered
Holder of record of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the
Holder, and for all other purposes, absent actual notice to the contrary.


 


2.Registration
of Transfers. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender
of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified
herein. Upon any such registration of transfer, a new warrant to purchase Common Stock, in substantially the Form of this
Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred
shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any,
shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance
by such transferee of all of the rights and obligations of a holder of this Warrant.


 


3.Exercise and
Duration of Warrant.


 


(a)This Warrant
shall be exercisable by the registered Holder at any time and from time to time on or after the Initial Exercise Date and prior
to 5:30 p.m., New York City time on the Expiration Date at which time the portion of this Warrant not exercised prior thereto
shall be and become void and of no value.


 






    	 



    	 



    

 


(b)The Holder may
exercise this Warrant by delivering to the Company (i) an exercise notice, in the Form attached hereto (the “Exercise
Notice”), appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of
Warrant Shares as to which this Warrant is being exercised, and the date such items are delivered to the Company (as determined
in accordance with the notice provisions hereof) is an “Exercise Date.” The Holder shall not be
required to deliver the original Warrant in order to effect an exercise hereunder; provided, however, that in the
event that this Warrant is exercised in full or for the remaining unexercised portion hereof, the Holder shall deliver this Warrant
to the Company for cancellation within a reasonable time after such exercise. In the event of a partial exercise of this Warrant,
execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of
a New Warrant evidencing the right to purchase the remaining number of Warrant Shares.


 


(c)The Holder shall
pay the Exercise Price (i) in cash, by certified bank check payable to the order of the Company or by wire transfer of immediately
available funds in accordance with the Company’s instructions or (ii) if following the Initial Exercise Date (x) there is
no effective Resale Registration Statement (as defined in the Purchase Agreement) registering the resale of the Warrant Shares
by the Holder and (y) the Market Price (as defined below) exceeds the Exercise Price, by means of a “cashless exercise,”
by presenting and surrendering to the Company this Warrant, in which event the Company shall issue to the Holder the number of
Warrant Shares determined as follows.


 


X = Y [(A-B)/A] where:


X = the number of Warrant Shares
to be issued to the Holder upon such cashless exercise;


Y = the number of Warrant Shares
with respect to which this Warrant is being exercised;


A = the Market Price; and


B = the Exercise Price.


 


For purposes of this Section (3), “Market
Price” shall mean (i) if the principal trading market for the Common Stock is a Trading Market (as defined in the
Purchase Agreement), the last reported sale price per share on such Trading Market on the Trading Day (as defined in the Purchase
Agreement) immediately preceding the Exercise Date and if the Common Stock is not then listed or quoted on a Trading Market or
(ii) if there is no reported sales price on such Trading Day, then the Market Price shall be determined in good faith by the Board
of Directors of the Company, based on the best information available to it.


 


(d)Notwithstanding
anything herein to the contrary, the Company shall not issue to the Holder, and the Holder may not acquire, a number of shares
of Common Stock upon exercise of this Warrant to the extent that, upon such exercise, the number of shares of Common Stock then
beneficially owned by the Holder and its affiliates and any other persons or entities whose beneficial ownership of Common Stock
would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act of 1934, as amended (the “Exchange
Act”) (including shares held by any “group” of which the Holder is a member, but excluding shares beneficially
owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert,
exercise or purchase similar to the limitation set forth herein) would exceed ____%1 of the total number of shares
of Common Stock then issued and outstanding (the “Beneficial Ownership Limitation”). For purposes hereof, “group”
has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Securities and Exchange Commission
(the “Commission”), and the percentage held by the Holder shall be determined in a manner consistent with the
provisions of Section 13(d) of the Exchange Act. For purposes of this Section, in determining the number of outstanding shares
of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s
most recent periodic or annual report filed with the Commission, as the case may be or (B) a more recent public announcement by
the Company. Upon the written or oral request of a Holder, the Company shall within two trading days confirm orally and in writing
to the Holder the number of shares of Common Stock then outstanding. To the extent that the Beneficial Ownership Limitation applies,
the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any
affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission
of a Form of Exercise Notice shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in
relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable,
in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the
accuracy of such determination. The provisions of this paragraph shall be construed and implemented in a manner otherwise than
in strict conformity with the terms of this Section to correct this paragraph (or any portion hereof) which may be defective or
inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or
desirable to properly give effect to such limitation.


  


(1) Holder to choose
between 9.99% and 19.99%.


 



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4.Delivery of
Warrant Shares.


 


(a)Upon exercise
of this Warrant, the Company shall promptly following the Exercise Date (but in no event later than three Trading Days after the
Exercise Date) credit such aggregate number of Warrant Shares to which the Holder is entitled to receive pursuant to such
exercise of this Warrant to the Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”) through
its Deposit Withdrawal Agent Commission system, or if the Company’s transfer agent for the Common Stock (the “Transfer
Agent”) is not participating in the Fast Automated Securities Transfer Program or if the certificates are required
to bear a legend regarding restriction on transferability, issue and dispatch by overnight courier to the address as specified
in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee,
for the number of Warrant Shares to which the Holder is entitled to receive pursuant to such exercise of this Warrant. The Holder,
or any Person so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such
Warrant Shares as of the Exercise Date, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account
or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. For purposes of this Warrant, “Person”
shall mean an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited
liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and “Trading
Day” means a day on which the Common Stock is traded on the principal securities exchange or securities market on
which the Common Stock is then traded.


 


(b)This Warrant
is exercisable, either in its entirety or, from time to time, for a portion of the number of Warrant Shares. Upon surrender of
this Warrant following one or more partial exercises, the Company shall issue or cause to be issued, at its expense, a New Warrant
evidencing the right to purchase the remaining number of Warrant Shares.


 


5.Charges, Taxes
and Expenses. Issuance and delivery of certificates for shares of Common Stock upon exercise of this Warrant shall be made
without charge to the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense
in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided,
however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved
in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder. The Holder shall
be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant
Shares upon exercise hereof.


 


6.Replacement
of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange
and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable bond
or indemnity, if requested. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable
regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe.


 


7.Reservation
of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized
but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise
of this Warrant as herein provided, the number of Warrant Shares which are then issuable and deliverable upon the exercise of this
entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (after giving
effect to the adjustments of Section 8, if any). The Company covenants that all Warrant Shares so issuable and deliverable
shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly
authorized, issued and fully paid and nonassessable. The Company will take all such action as may be necessary to assure that such
shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements
of any securities exchange or automated quotation system upon which the Common Stock may be listed.


 






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8.Certain Adjustments.
The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time
as set forth in this Section 8.


 


(a)Stock Dividends,
Subdivisions or Combinations. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its
Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides
outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into
a smaller number of shares, then in each such case the Exercise Price shall be adjusted by multiplying the Exercise Price by a
fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of
which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Simultaneously with
any adjustment to the Exercise Price pursuant to this subsection (a), the number of Warrant Shares that may be purchased upon exercise
of this Warrant shall be adjusted proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder
for the increased or decreased number of Warrant Shares, as the case may be, shall be the same as the aggregate Exercise Price
in effect immediately prior to such adjustment to the Exercise Price and the number of Warrant Shares.


 


(b)Adjustments
Upon Reorganization, Reclassification, Consolidation or Merger. In the event of any (i) capital reorganization of the
Company, (ii) reclassification of the Common Stock of the Company (other than as a result of a stock dividend or subdivision,
split-up or combination of shares), (iii) consolidation or merger of the Company with or into another Person, (iv) sale
of all or substantially all of the Company’s assets to another Person or (v) other similar transaction (other than a
transaction covered by Section 8(a)), in each case which entitles the holders of Common Stock to receive (either directly
or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, this Warrant
shall, immediately after such reorganization, reclassification, consolidation, merger, sale or similar transaction, remain outstanding
and shall thereafter be exercisable for the kind and number of shares of stock or other securities or assets of the Company or
of the successor Person resulting from such transaction to which the Holder would have been entitled upon such reorganization,
reclassification, consolidation, merger, sale or similar transaction if the Holder had exercised this Warrant in full immediately
prior to the time of such transaction and acquired the applicable number of Warrant Shares then issuable hereunder as a result
of such exercise; and, in such case, appropriate adjustments (in form and substance reasonably satisfactory to the Holder) shall
be made with respect to the Holder’s rights hereunder to insure that the provisions of this Section 8 shall thereafter
be applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities or assets thereafter acquirable
upon exercise of this Warrant. The provisions of this Section 8(b) shall similarly apply to all successive reorganizations,
reclassifications, consolidations, mergers, sales or similar transactions. The Company shall not effect any such reorganization,
reclassification, consolidation, merger, sale or similar transaction unless, prior to the consummation thereof, the successor Person
(if other than Company) resulting therefrom, shall assume, by written instrument substantially similar in Form and substance
to this Warrant and satisfactory to the Holder, the obligation to deliver to the Holder such shares of stock, securities or assets
which, in accordance with the foregoing provisions, the Holder shall be entitled to receive upon exercise of this Warrant. Notwithstanding
anything to the contrary contained herein, with respect to any corporate event or transaction contemplated by this Section 8(b),
the Holder shall have the right to elect prior to the consummation of such event or transaction, to exercise this Warrant in accordance
with Section 3(b) instead of giving effect to the provisions of this Section 8(b) with respect to this Warrant.


 






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(c)Calculations.
All calculations under this Section 8 shall be made to the nearest cent or the nearest 1/100th of a share, as applicable.


 


(d)Certificate
as to Adjustment. As promptly as reasonably practicable following any adjustment of the Exercise Price, but in no event later
than five (5) Business Days thereafter, the Company shall furnish to the Holder a certificate of an executive officer of the
Company setting forth in reasonable detail such adjustment and the facts upon which it is based and certifying the calculation
thereof. No later than five (5) Business Days following the receipt by the Company of a written request by the Holder, the
Company shall furnish the Holder a certificate of an executive officer certifying the Exercise Price then in effect and the number
of Warrant Shares or the amount, if any, of other shares of stock, securities or assets then issuable upon exercise of the Warrant.


 


(e)Notice of
Corporate Events. If (i) the Company shall declare a dividend (or any other distribution in whatever form) on the
Common Stock, (ii) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock applicable
to all holders thereof, (iii) the Company shall authorize the granting to all holders of the Common Stock rights or warrants
to subscribe for or purchase any shares of capital stock of any class or of any rights, (iv) the approval of any stockholders
of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which
the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share
exchange whereby the Common Stock is converted into other securities, cash or property, or (v) the Company shall authorize
the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company
shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least
20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on
which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is
not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger,
sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders
of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail
such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be
specified in such notice. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of
such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.


 


9.Fractional
Shares. The Company shall not be required to issue or cause to be issued fractional Warrant Shares on the exercise of this
Warrant. If any fraction of a Warrant Share would, except for the provisions of this Section, be issuable upon exercise of this
Warrant, the number of Warrant Shares to be issued will be rounded up to the nearest whole share.


 


10.Notices.
Any and all notices or other communications or deliveries hereunder (including without limitation any Exercise Notice) shall
be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication
is delivered via facsimile or email at the facsimile number or email address specified in the Purchase Agreement prior to 6:30 p.m.
(New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication
is delivered via facsimile or email at the facsimile number or email address specified in the Purchase Agreement on a day that
is not a Trading Day or later than 6:30 p.m. (New York City time) on any Trading Day, (c) the Trading Day following
the date of mailing, if sent by nationally recognized overnight courier service, or (d) upon actual receipt by the party to
whom such notice is required to be given. The address for such notices or communications shall be as set forth in the Purchase
Agreement.


 






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11.Warrant Agent.
The Company shall serve as warrant agent under this Warrant. Upon 30 days’ notice to the Holder, the Company may appoint
a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting
from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or
any new warrant agent transfers substantially all of its corporate trust or stockholder services business shall be a successor
warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession
as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown
on the Warrant Register.


 


12.Registration
Rights. The Warrant Shares shall have “registration rights as described in Section 4.4 of the Purchase Agreement and
shall be considered Registrable Securities (as defined in the Purchase Agreement) thereunder.


 


13.Miscellaneous


 


(a)Subject to compliance
with applicable securities laws, this Warrant may be assigned by the Holder. This Warrant shall be binding on and inure to the
benefit of the parties hereto and their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant
shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of
action under this Warrant. This Warrant may be amended only in writing signed by the Company and the Holder and their successors
and assigns.


 


(b)The Company
will not, by amendment of its governing documents or through any reorganization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such
action as may be necessary or appropriate in order to protect the rights of the Holder against impairment. Without limiting the
generality of the foregoing, the Company (i) will not increase the par value of any Warrant Shares above the amount payable
therefor on such exercise, (ii) will take all such action as may be reasonably necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable Warrant Shares on the exercise of this Warrant, and (iii) will
not close its stockholder books or records in any manner which interferes with the timely exercise of this Warrant.


 


(c)ALL QUESTIONS
CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY AND, BY ACCEPTING THIS WARRANT, THE HOLDER HEREBY IRREVOCABLY
SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR
THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN
(INCLUDING WITH RESPECT TO THE ENFORCEMENT OF THIS WARRANT), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT,
ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION
OR PROCEEDING IS IMPROPER. EACH OF THE COMPANY AND, BY ACCEPTING THIS WARRANT, THE HOLDER HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE
OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED
OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO
IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF.
NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. THE COMPANY
HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.


 






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(d)The headings
herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the
provisions hereof.


 


(e)In case any
one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will
attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor,
and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


(f)The remedies
provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant, at law or in equity
(including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder
to pursue actual damages for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges that
a breach by it of its obligations hereunder may cause irreparable harm to the Holder and that the remedy at law for any such breach
may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this
Warrant shall be entitled, in addition to all other available remedies, to seek an injunction restraining any breach.


 


(g)No provision
hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration
herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any
Warrant Shares or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.
Prior to the exercise of this Warrant, the Holder shall not have or exercise any rights as a stockholder of the Company by virtue
of its ownership of this Warrant.


 


SIGNATURE PAGE FOLLOWS


 






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IN WITNESS WHEREOF, the Company has caused
this Warrant to be duly executed by its authorized officer as of the date first indicated above.


 


	 	ALLIQUA, INC.
	 	 	 
	 	By:  	/s/ Brian Posner
	 	 	Name: Brian Posner
	 	 	Title: Chief Financial Officer





 






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FORM OF EXERCISE NOTICE


 


(To be executed by the Holder to exercise
the right to purchase shares of Common Stock under the foregoing Warrant)


 


To Alliqua, Inc.:


 


The undersigned is the Holder of Warrant
No. _______ (the “Warrant”) issued by Alliqua, Inc., a Florida corporation (the “Company”).
Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Warrant.


 


		1.	The Warrant is currently exercisable to purchase a total of ______________ Warrant Shares.



 


		2.	The undersigned Holder hereby exercises its right to purchase _________________ Warrant Shares
pursuant to the Warrant.



 


		3.	The Holder intends that payment of the Exercise Price shall be made as (check one):



 


Cash Exercise _______


 


Cashless Exercise _______


 


		4.	If the Holder has elected a Cash Exercise, the Holder shall pay the sum of $________ to the Company
in accordance with the terms of the Warrant.



 


		5.	If the Holder has elected a Cashless Exercise, a certificate shall be issued to the Holder for
the number of shares equal to the whole number portion of the product of the calculation set forth below, which is ________. The
fractional portion of the product of the calculation set forth below shall be rounded up to the nearest whole share.



 


X = Y[(A-B)/A]


 


X = the number of Warrant Shares
to be issued to the Holder upon such cashless exercise;

Y = the number of Warrant Shares with respect to which this Warrant is being exercised;

A = the Market Price; and

B = the Exercise Price


 


		6.	Pursuant to this exercise, the Company shall deliver to the Holder Warrant Shares in accordance
with the terms of the Warrant.



 


		7.	Following this exercise, the Warrant shall be exercisable to purchase a total of __________ Warrant
Shares.



 


	Dated: 	 	 	Name of Holder:
	 	 	 	 
	 	 	 	(Print)  	 
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	Name:	 
	 	 	 	Title:	 


 






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ACKNOWLEDGED AND AGREED TO this ___ day of


 


___________, 20__


 


ALLIQUA, INC.


 


	By:  	 	 
	 	Name:	 
	 	Title:	 


 


 




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FORM OF ASSIGNMENT


 


[To be completed and signed only upon transfer
of Warrant]


 


FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto ________________________________ the right represented by the within Warrant
to purchase ____________ shares of Common Stock of Alliqua, Inc. to which the within Warrant relates and appoints ________________
attorney to transfer said right on the books of Alliqua, Inc. with full power of substitution in the premises.


 


Dated:____________________


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Address of Transferee	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
		 	 





 


 


In the presence of:


 






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