PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR
WITHOUT THE STATE OF NEW YORK AT THE ADDRESS FOR NOTICES SPECIFIED IN SECTION
11.2. EACH LOAN PARTY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE
TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED
TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. TO THE EXTENT THAT EACH LOAN PARTY HAS OR HEREAFTER MAY
ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS
(WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN
AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, EACH LOAN
PARTY HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH
IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS.
Section 11.13 Waiver of Jury Trial. THE LENDER AND EACH LOAN PARTY HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED
BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, EACH LOAN
DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL
OR WRITTEN) OR ACTIONS OF THE LENDER OR EACH LOAN PARTY IN CONNECTION THEREWITH.
EACH LOAN PARTY ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT
CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN
DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE LENDER ENTERING INTO THE LOAN DOCUMENTS.
[SIGNATURE PAGES FOLLOW]
- 59 -
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized as of the day and year
first above written.
ALLIQUA BIOMEDICAL, INC., as Borrower
By: /s/ Brian M. Posner
Name: Brian M. Posner
Title:
Chief Financial Officer
PERCEPTIVE
CREDIT OPPORTUNITIES FUND, LP, as Lender
By: Perceptive Credit
Opportunities GP, LLC
By: /s/ Joseph Edelman
Name: Joseph Edelman
Title:
Managing Member
AQUAMED TECHNOLOGIES, INC., as a Guarantor
By: /s/ Brian M. Posner
Name: Brian M. Posner
Title:
Secretary
CHOICE THERAPEUTICS, INC., as a Guarantor
By: /s/ Brian M. Posner
Name: Brian M. Posner
Title:
Secretary
[Signature Page to Credit Agreement]
ALLIQUA BIOMEDICAL SUB, INC., as a Guarantor
By: /s/ Brian M. Posner
Name: Brian M. Posner
Title:
Secretary
ALQA CEDAR, INC., as a
Guarantor
By: /s/ Brian M. Posner
Name: Brian M. Posner
Title:
Secretary
[Signature Page to Credit Agreement]