Alliqua BioMedical, Inc. (Form: 8-K, Received: 05/09/2019 17:29:44)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 3 , 2019

Adynxx, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001- 36278

58-2349413

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

100 Pine Street, Suite 500

San Francisco, California 94111

(Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, including area code): (415) 512-7740

Alliqua Biomedical, Inc.

2150 Cabot Blvd, West, Suite B

Langhorne, Pennsylvania 19047

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	ADYX	The Nasdaq Capital Market

Item 2.01

C ompletion of Acquisition or Disposition of Assets .

Agreement and Plan of Merger and Reorganization

On May 3, 2019, Adynxx, Inc., formerly known as “Alliqua Biomedical, Inc.,” completed a business combination with privately-held “Adynxx, Inc.,” or Private Adynxx, in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of October 11, 2018, as amended and supplemented from time to time, or the Merger Agreement, by and among us, Embark Merger Sub, Inc., or the Merger Sub, and Private Adynxx, pursuant to which Merger Sub merged with and into Private Adynxx, with Private Adynxx surviving as a wholly-owned subsidiary of the re-named Adynxx, Inc. which is referred to herein as the Merger. Also, on May 3, 2019, in connection with, and immediately prior to the completion of the Merger, we effected a reverse stock split at a ratio of one new share for every six shares of our common stock outstanding, or the Reverse Stock Split, and immediately following the Merger, we changed our name to “Adynxx, Inc.” Following the completion of the Merger, the business conducted by Private Adynxx became primarily the business conducted by us, which is the development of novel, disease-modifying pharmaceutical product candidates for the treatment of pain and inflammation.

Under the terms of the Merger Agreement, we issued shares of our common stock to Private Adynxx’s stockholders at an exchange rate of 0.0359 shares of common stock in exchange for each share of Private Adynxx common stock outstanding immediately prior to the Merger (which exchange rate reflects the Reverse Stock Split). The exchange rate was determined pursuant to the terms of the Merger Agreement. We also assumed all of the stock options outstanding under Private Adynxx’s 2010 Equity Incentive Plan, or the Private Adynxx Plan, with such stock options representing the right to purchase a number of shares of our common stock equal to 0.0359 multiplied by the number of shares of Private Adynxx common stock previously represented by such options under the Adynxx Plan. We also assumed the Private Adynxx Plan and intend to file a registration statement on Form S-8 to register the shares of our common stock issuable upon exercise of such stock options.

Immediately after the Merger, the former Private Adynxx stockholders, warrantholders and optionholders owned approximately 86% of the fully-diluted common stock of the combined company, with our stockholders and optionholders immediately prior to the Merger, whose shares of our common stock remain outstanding after the Merger, owning approximately 14% of the fully-diluted common stock of the combined company.

Our common stock will continue to trade on a post-split basis (giving effect to the Reverse Stock Split) and under our new name as of May 6, 2019, subject to the Nasdaq notice described below. The trading symbol also changed on that date from “ALQA” to “ADYX.” Our common stock is represented by a new CUSIP number 00784D 103.

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Agreement and Plan of Merger and Reorganization, which was filed as Exhibit 2.1 to our Current Report on Form 8-K, dated October 12, 2018.

Item 2.03

C reation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant .

Oxford Loan and Security Agreement

On November 24, 2015, Private Adynxx entered into a Loan and Security Agreement, or the Loan Agreement, as amended from time to time, by and among Private Adynxx, and Oxford Finance LLC, or Oxford, pursuant to which Oxford agreed to lend Private Adynxx up to $10.0 million principal amount. We became party to the Loan Agreement as a co-borrower pursuant to the Consent and Seventh Amendment to the Loan Agreement, dated May 3, 2019.

As of March 31, 2019, $3.8 million of borrowings was outstanding under the Loan Agreement, or the Term Loans, pursuant to promissory notes issued to Oxford. The Term Loans will mature on November 1, 2019. We and Private Adynxx, collectively referred to as the Borrowers, have the option to prepay all, but not less than all, of the borrowed amounts, provided that the Borrowers will be obligated to pay a prepayment fee. The Term Loans will bear interest at a floating per annum rate equal to (i) 7.06% plus (ii) the greater of (a) the 30-day U.S. Dollar LIBOR rate reported in the Wall Street Journal on the last business day of the month that immediately precedes the month in which the interest will accrue or (b) 0.19%. The Borrowers will be required to make a final payment of 4.25% of the funded amount, payable on the earlier of (i) the maturity date or (ii) the prepayment of the Term Loans. The Borrowers’ obligations under the Loan Agreement are secured by a perfected first-priority lien on all of their assets. The Loan Agreement includes a negative pledge on all owned intellectual property.

In connection with the Loan Agreement, we issued to Oxford new warrants to purchase 11,829 shares of our common stock at an exercise price of $6.34 per share (as adjusted for the Reverse Stock Split), effective upon the consummation of the Merger. The new warrants replace similar warrants previously issued to Oxford for the same number of shares of common stock (adjusted for the exchange ratio set forth in the Merger Agreement and the Reverse Stock Split ratio) and the same exercise price per share (adjusted for the exchange ratio set forth in the Merger Agreement and the Reverse Stock Split ratio), which have been cancelled.

The descriptions of the Loan Agreement and warrants included herein are not complete and are subject to and qualified in their entirety by reference to the Loan Agreement, a copy of which is attached as Exhibit 10.1 hereto, and the warrants, copies of which are attached as Exhibit 10.2 hereto, and are incorporated herein by reference.

Convertible Promissory Notes

In December 2018, March 2019 and April 2019, Private Adynxx issued $5,000,000 aggregate principal amount of convertible promissory notes to Adynxx’s current investors. The notes remain outstanding following the consummation of the Merger, accrue simple interest on the outstanding principal amount at the rate of 8% per annum and mature on the first anniversary of the applicable issuance date.

The convertible promissory notes have conversion and repayment options as follows: (a) in the event that we issue and sell shares of our common stock to investors in a qualified financing with total proceeds to Adynxx of not less than $5,000,000, excluding conversion of the notes, then the outstanding principal amount of the convertible promissory notes and any unpaid accrued interest will automatically convert in whole into equity securities sold in the qualified financing at a conversion price equal to the cash price paid per share for equity securities by the investors in the qualified financing, and (b) if we consummate a change of control while the convertible promissory notes remain outstanding, we will repay the holders in cash in an amount equal to the outstanding principal amount of the notes, plus any unpaid accrued interest on the original principal and a repayment premium equal to 100% of the outstanding principal amount of the notes.

We intend to file the form of convertible promissory note as an exhibit to our Quarterly Report on Form 10-Q for the three months ending June 30, 2019.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 6, 2019, we received a letter, or the Notice, from the Nasdaq Stock Market LLC, or Nasdaq, indicating that we do not meet the requirements to (1) maintain a minimum stockholders’ equity of $5.0 million, as set forth in Nasdaq Listing Rule 5505(b)(1)(A), and (2) have a minimum of 300 round lot shareholders, as set forth in Nasdaq Listing Rule 5505(a)(3).

The Notice does not result in the immediate delisting of our common stock from the Nasdaq Capital Market. We have requested a hearing with a Hearings Panel at Nasdaq to appeal the delisting determination and will consider our available options to regain compliance with the minimum round lot shareholder and stockholders’ equity requirements. However, there can be no assurance that we will be able to regain compliance with such requirements.

Item 3.02

Unregistered Sales of Equity Securities.

Pursuant to the Merger Agreement, we issued 4,975,548 shares of common stock on May 3, 2019. The nature of the transaction and the nature and amount of consideration received by us are described in Item 2.01 of this Form 8-K, which is incorporated by reference into this Item 3.02. Such issuances were exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.

Item 3.03

Material Modification to Rights of Security Holders.

Oxford Loan and Security Agreement

The information set forth in Item 2.03 of this Current Report on Form 8-K regarding the Loan Agreement is incorporated by reference into this Item 5.01. The Loan Agreement prohibits the declaration and payment of dividends on shares of our common stock.

Item 5.01

Changes in Control of Registrant.

Agreement and Plan of Merger and Reorganization

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Resignation of Prior Directors and Appointment of Board of Directors

In accordance with the Merger Agreement, on May 3, 2019, immediately prior to the Effective Time, Joseph M. Leone, Jeffrey Sklar, Gary Restani and Mark Wagner, collectively referred to as the Prior Directors, resigned from our board of directors and the respective committees of the board of directors to which they belonged. Also on May 3, 2019, the Prior Directors and David Johnson, who did not resign as a member of the board of directors, appointed Rick Orr, Julien Mamet, Ph.D., Dennis Podlesak, Eckard Weber, Stan Abel, Pierre Legault and Matthew Ruth as members of our board of directors effective as of the Effective Time.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Prior Directors

On May 3, 2019, in accordance with the Merger Agreement, immediately prior to the Effective Time, the Prior Directors resigned from our board of directors and he respective committees of the board of directors on which they served, which resignations were not the result of any disagreements with us relating to our operations, policies or practices.

Resignation of Executive Officer

On May 3, 2019, immediately prior to the Effective Time, David Johnson, our Chief Executive Officer, resigned as an executive officer.

Appointment of Executive Officers

On May 3, 2019, following the Effective Time of the Merger, our board of directors appointed Rick Orr as our Chief Executive Officer (principal executive and financial officer), Donald Manning, M.D., Ph.D., as our Chief Medical Officer, and Julien Mamet, Ph.D. as our Chief Scientific Officer. There are no family relationships among any of our directors and executive officers. Biographical information regarding each of Mr. Orr, Dr. Manning and Dr. Mamet is included in our Definitive Proxy Statement on Schedule 14A, filed with the SEC on January 24, 2019, or the Proxy Statement, and is incorporated herein by reference.

Indemnity Agreements

Each of appointed executive officer and member of the board of directors intends to enter into our standard form of indemnity agreement following the Merger, which form is filed as Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-36278), filed with the SEC on January 5, 2011 and is incorporated herein by reference herein .

Appointment of Board of Directors and Committee Assignments

The information set forth in Item 5.01 of this Current Report on Form 8-K with respect to the appointment of directors to our board of directors pursuant to and in accordance with the Merger Agreement is incorporated by reference into this Item 5.02. Biographical information regarding each of the newly appointed directors is included in our Proxy Statement and is incorporated herein by reference.

There is no arrangement or understanding among Messrs. Abel, Johnson, Legault, Ruth, Podlesak or Weber and any other person pursuant to which such person was selected as a director. We expect to review our non-employee director cash and equity compensation policies and such policies are subject to change.

Audit Committee

On May 3, 2019, Messrs. Abel, Podlesak and Legault were appointed to the audit committee of our board of directors, and Mr. Abel was appointed as the chairman of the audit committee.

Compensation Committee

On May 3, 2019, Messrs. Podlesak and Mr. Weber were appointed to the compensation committee of our board of directors, and Mr. Podlesak was appointed as the chairman of the compensation committee.

Nominating and Corporate Governance Committee

On May 3, 2019, Messrs. Abel, Johnson and Podlesak were appointed to the nominating and corporate governance committee of our board of directors, and Mr. Podlesak was appointed as the chairman of the nominating and corporate governance committee.

(e)

Offer Letters

Rick Orr

In October 2010, we entered into an offer letter with Mr. Orr, our Chief Executive Officer. For 2019, Mr. Orr will receive an annual base salary of $443,913 with an annual target bonus of 40% of such base salary, payable based on the achievement of certain corporate and individual performance goals to be established by our Compensation Committee. Upon an involuntary termination without cause or termination due to constructive termination, Mr. Orr will be entitled to receive a lump sum cash payment equal to 12 months of his annual base salary and an amount equal to 100% of his most recently paid bonus. In addition, Mr. Orr will be eligible for 12 months of continued company paid health insurance benefits (assuming he timely elects continued coverage under COBRA). All such severance benefits are subject to Mr. Orr signing a general release in our favor of all known and unknown claims in substantially the form provided in his offer letter.

Donald Manning , M.D.

In January 2012, we entered into an offer letter with Dr. Manning, our Chief Medical Officer. For 2019, Dr. Manning will receive an annual base salary of $368,399 with an annual target bonus of 35% of such base salary, payable based on the achievement of certain corporate and individual performance goals to be established by our Compensation Committee. Upon an involuntary termination without cause or termination due to constructive termination, within one month prior to or 13 months following a change in control, Dr. Manning will be entitled to receive a lump sum cash payment equal to 12 months of his annual base salary. In addition, Dr. Manning will be eligible for 12 months of continued company paid health insurance benefits (assuming he timely elects continued coverage under COBRA) and all unvested stock options or restricted shares of common stock held by Dr. Manning will immediately vest in full. Upon an involuntary termination without cause or termination due to constructive termination, not within one month prior to or 13 months following a change in control, Dr. Manning will be entitled to receive a lump sum cash payment equal to 9 months of his annual base salary. In addition, Dr. Manning will be eligible for 9 months of company paid continued health insurance benefits (assuming he timely elects continued coverage under COBRA). All such severance benefits are subject to Dr. Manning signing a general release in our favor of all known and unknown claims in substantially the form provided in his offer letter.

Julien Mamet , Ph.D.

In September 2011, we entered into an offer letter with Dr. Mamet, our Chief Scientific Officer. For 2019, Dr. Mamet will receive an annual base salary of $348,790 with an annual target bonus of 35% of such base salary, payable based on the achievement of certain corporate and individual performance goals to be established by our Compensation Committee. Upon an involuntary termination without cause or termination due to constructive termination, Dr. Mamet will be entitled to receive a lump sum cash payment equal to 12 months of his annual base salary. In addition, Dr. Mamet will be eligible for 12 months of continued company paid health insurance benefits (assuming he timely elects continued coverage under COBRA). All such severance benefits are subject to Dr. Mamet signing a general release in our favor of all known and unknown claims in substantially the form provided in his offer letter.

The descriptions of the offer letters included herein are not complete and are subject to and qualified in their entirety by reference to the offer letters, copies of which are attached as Exhibits 10.3, 10.4 and 10.5 hereto and are incorporated herein by reference.

Assumption of Private Adynxx Plan and Outstanding Stock Options

On May 3, 2019, pursuant to the Merger Agreement, we assumed the Private Adynxx Plan and all outstanding stock options. The Private Adynxx Plan was adopted by the board of directors of Private Adynxx in December 2010 and approved by Private Adynxx’s stockholders in December 2010. The Private Adynxx Plan provides for the granting of stock options to employees and consultants of Private Adynxx. Options granted under the Private Adynxx Plan may be either incentive stock options, or ISOs, or nonqualified stock options, or NSOs. ISOs may be granted only to Adynxx employees (including officers and directors who are also employees). NSOs may be granted to Private Adynxx employees and consultants. Options under the Private Adynxx Plan may be granted for periods of up to 10 years and at prices no less than 100% of the estimated fair value of the underlying shares of common stock on the date of grant as determined by the Private Adynxx board of directors; provided, however, that the exercise price of an ISO and NSO granted to a 10% shareholder shall not be less than 110% of the estimated fair value of the shares on the date of grant. The Private Adynxx Plan requires that options be exercised no later than 10 years after the grant.

The disclosure set forth above under Item 2.01 regarding our assumption of outstanding stock options issued by Private Adynxx as of the Effective Time, as well as assumption of the Private Adynxx Plan, is incorporated by reference into this Item 5.02.

The description of the Private Adynxx Plan included herein is not complete and are subject to and qualified in its entirety by reference to Private Adynxx Plan and form of stock option grant notice and notice of exercise which are attached as Exhibits 10.7 and 10.8 hereto, respectively and are incorporated herein by reference.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year .

Certificate of Amendment to Certificate of Incorporation - Reverse Stock Split

At the special meeting of our stockholders held on March 8, 2019, or the Special Meeting, our stockholders approved the amendment to our certificate of incorporation to effect a reverse stock split of our common stock within a range of 1-for-2 to 1-for-20, or the Reverse Stock Split Proposal. Following the approval of the Reverse Stock Split Proposal at the Special Meeting, we filed on May 3, 2019 a certificate of amendment to our certificate of incorporation to effect the 1-for-6 Reverse Stock Split of our common stock to be effective as of May 3, 2019.

As a result of the Reverse Stock Split, the number of shares of our common stock issued and outstanding immediately prior to the Reverse Stock Split was reduced into a smaller number of shares, such that every six shares of our common stock held by a stockholder immediately prior to the Reverse Stock Split was combined and reclassified into one share of our common stock. Immediately following the Reverse Stock Split, and giving effect to the shares issued in the Merger, there are approximately 5.8 million shares of our common stock issued and outstanding. Also as a result of the Reverse Stock Split, the number of shares underlying outstanding options (as further described below), warrants and any securities issuable upon conversion of any convertible notes issued by us prior to the Effective Time will be subject to similar ratable adjustments, along with the applicable exercise price (if any).

No fractional shares were issued in connection with the Reverse Stock Split. In accordance with the amendment to our certificate of incorporation, any fractional shares resulting from the Reverse Stock Split was rounded down to the nearest whole number and each stockholder who would otherwise be entitled to a fraction of a share of common stock upon the Reverse Stock Split (after aggregating all fractions of a share to which such stockholder would otherwise be entitled) shall, in lieu thereof, be entitled to receive a cash payment, rounded to the nearest whole cent, in an amount equal to the fraction to which the stockholder would otherwise be entitled multiplied by the average last reported sales price of our common stock on The Nasdaq Capital Market during the 10 consecutive trading days ending on the last trading day prior to the Effective Time.

At the Effective Time, each outstanding option, whether or not vested, to purchase shares of Private Adynxx’s common stock that remained unexercised prior to the Effective Time was converted into and became an option to purchase our common stock, and we assumed the Private Adynxx Plan as identified in the Merger Agreement, or the 2010 Plan, and each such option in accordance with its terms. We reserved for issuance under the Private Adynxx Plan a number of shares of common stock equal to the number of our shares of common stock so reserved by Private Adynxx (adjusted for the exchange ratio set forth in the Merger Agreement and the Reverse Stock Split ratio) immediately prior to the Effective Time. All rights with respect to each Private Adynxx option were assumed in accordance with its terms. Accordingly, from and after the Effective Time of the Merger, each Private Adynxx option we assumed may be exercised solely for our shares of common stock.

The number of shares of our common stock subject to each outstanding Private Adynxx option we assumed was determined by multiplying (A) the number of shares of Private Adynxx common stock that were subject to such option, as in effect immediately prior to the Effective Time, by (B) the exchange rate of 0.0359, rounding the resulting number down to the nearest whole number of shares of our common stock.

The per share exercise price for the common stock issuable upon exercise of each Private Adynxx option we assumed was determined by dividing (A) the per share exercise price of Adynxx common stock subject to such option, as in effect immediately prior to the Effective Time, by (B) the exchange rate of 0.0359, rounding the resulting exercise price up to the nearest whole cent.

Any restriction (e.g., vesting condition) on the exercise of any Private Adynxx option we assumed will continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Private Adynxx option shall, subject to certain exceptions set forth in the Merger Agreement, otherwise remain unchanged.

Certificate of Amendment to Certificate of Incorporation – Name Change

On May 3, 2019, in connection with, and immediately following the Merger, we filed an amendment to the certificate of incorporation with the Secretary of State of the State of Delaware to change our name from “Alliqua BioMedical, Inc.” to “Adynxx, Inc.” which became effective on May 3, 2019.

The foregoing descriptions of the certificate of incorporation and the amendments to the certificate of incorporation are not complete and are subject to and qualified in their entirety by reference to the certificates of amendment, copies of which are attached as Exhibits 3.1 and 3.2 hereto and incorporated herein by reference.

Form of Stock Certificate

On May 3, 2019, we adopted a new form of stock certificate representing our common stock on and after the Effective Time to reflect the name change and updated signatories. The form of stock certificate is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Item 8.01

Other Events.

On May 6, 2019, we issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1.

On May 9, 2019, we issued a press release announcing the receipt of the Notice from Nasdaq. A copy of the press release is attached hereto as Exhibit 99.2.

Item 9.01

Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

We intend to file the financial statements of Adynxx, Inc. required by Item 9.01(a) as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

We intend to file the pro forma financial information required by Item 9.01(b) as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(d) Exhibits

Exhibit No.

Description of Document

2.1(1)

Agreement and Plan of Merger and Reorganization, dated as of October 11, 2018, as amended and supplemented from time to time, by and among Alliqua BioMedical, Inc., Embark Merger Sub, Inc., and Adynxx, Inc.

3.1	Certificate of Amendment to Certificate of Incorporation to Effect the Name Change.

3.2	Certificate of Amendment to Certificate of Incorporation to Effect the Reverse Stock Split.

4.1	Form of Common Stock Certificate.

10.1	Loan and Security Agreement, dated as of November 24, 2015 and as amended from time to time, by and among Adynxx, Inc. and Oxford Finance LLC.

10.2	Form of promissory note issued to Oxford Finance LLC, dated May 3, 2019.

10.3	Form of warrant issued to Oxford Finance LLC, dated May 3, 2019.

10.4	Offer Letter, dated as of October 15, 2010, by and between Rick Orr and Adynxx, Inc.

10.5	Offer Letter, dated as of January 4, 2012, by and between Donald Manning, M.D., Ph.D., and Adynxx, Inc.

10.6	Offer Letter, dated as of September 1, 2011, by and between Julien Mamet, Ph.D. and Adynxx, Inc.

10.7+

Adynxx, Inc. 2010 Equity Incentive Plan.

10.8+

Form of Stock Option Grant Notice and Notice of Exercise under the Adynxx, Inc. 2010 Equity Incentive Plan.

99.1	Press Release dated May 6, 2019.

99.2	Press Release dated May 9, 2019.

(1)	Incorporated herein by reference to Annex A and B to our Definitive Proxy Statement on Schedule 14A (File No. 001-36278) filed with the SEC on January 24, 2019.

+	Management contract or compensatory plan or arrangement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ADYNXX, INC.

Dated: May 9, 2019
	By:	/s/ Rick Orr
	Name:	Rick Orr
	Title:	Chief Executive Officer

Exhibit 3.1

CER T IFI C ATE OF A MENDM EN T

TO T HE

AMEN D ED CER T IFI C ATE OF I N COR P O RA TION

ALL I Q U A BIO M ED IC AL, INC.

Alliqua BioMedical, Inc. , a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “ Corporation ”), hereby certifies that:

F IRST : The name of the Corporation is Alliqua BioMedical, Inc.

S ECOND : The date on which the Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of the State of Delaware is April 15, 2014 under the name of this Alliqua BioMedical, Inc.

T HIRD : The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware (the “ DGCL ”), duly approved and adopted resolutions amending its Amended Certificate of Incorporation as follows:

Article 1 shall be amended and restated to read in its entirety as follows:

“ FIRST: The name of the corporation is Adynxx, Inc. (hereinafter referred to as the “ Corporation” ).”

F OURTH : This Certificate of Amendment was duly adopted in accordance with Sections 141 and 242 of the DGCL.

I N W ITNE S S W HEREOF , the Corporation has caused this Certificate of Amendment to be signed by a duly authorized officer on this 3rd day of May, 2019.

	A LLIQUA B I O M EDICAL , I NC .


	By:	/s/ David Johnson
		David I. Johnson
		Chief Executive Officer

Exhibit 3.2

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

ALLIQUA BIOMEDICAL, INC.

Alliqua BioMedical, Inc. (the “ Corporation ”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “ DGCL ”), hereby certifies as follows:

FIRST : The Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on April 15, 2014, as further amended by amendments filed on June 10, 2014, May 6, 2016, and October 5, 2017 (as amended to date, the “ Certificate of Incorporation ”).

SECOND : Paragraph D of Article FOURTH of the Certificate of Incorporation is hereby deleted in its entirety, and the following paragraph D is submitted in its place:

“D. Effective as of 6:45 p.m., Eastern Time, on May 3, 2019 (the “Effective Time”), each six (6) shares of the Corporation’s common stock, par value $0.001 per share, issued and outstanding or held by the Corporation as treasury shares immediately prior to the Effective Time shall, automatically and without any action on the part of the Corporation or the respective holders thereof, be combined and reclassified into one validly issued, fully paid and nonassessable share of common stock, without increasing or decreasing the par value of each share of common stock (the “Reverse Stock Split”); provided, however, that no fractional shares of common stock shall be issued as a result of the Reverse Stock Split and, in lieu thereof, any person who would otherwise be entitled to a fractional share of the Corporation’s common stock as a result of the Reverse Stock Split shall be entitled to receive a cash payment (without interest) equal to such fractional part of a share of the Corporation’s common stock multiplied by the average last reported sales price of the Corporation’s common stock at 4:00 p.m., Eastern Time, end of regular trading hours on The Nasdaq Capital Market, during the ten (10) consecutive trading days ending on the last trading day prior to the effective date of the Corporation’s merger with Adynxx, Inc.”

THIRD : The foregoing amendment was duly adopted by the stockholders of the Corporation in accordance with Section 242 of the DGCL.

FOURTH : The terms and provisions of this Certificate of Amendment shall become effective upon the filing of this Certificate of Amendment with the Secretary of State of the State of Delaware.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF , the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 3rd day of May, 2019.

	ALLIQUA BIOMEDICAL , INC.
	a Delaware corporation

	By:	/s/ David I. Johnson
		David I. Johnson
		President and CEO

Exhibit 4.1

Exhibit 10.1

LOAN AN D S EC U RITY A GREEM E NT

THIS L O AN A N D SE CU RITY A G R E EMENT (as the same may from time to time be amended, modified, supplemented or restated, this “ Agre e ment ”) dated as of November 24, 2015 (the “ Eff e ctive Dat e ”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“ O x for d ”), as collateral agent (in such capacity, “ C o ll a ter a l A g en t ”), the Lenders listed on Sch ed u le 1. 1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “ Lende r ” and collectively, the “ Lenders ”), and ADYNXX, INC., a Delaware corporation with an office at 731 Market Street, Suite 420, San Francisco, California 94103 (“ B o rro w er ”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:

1 . A C C OU NT I NG A ND O T HER T E R M S

1 . 1 Accounting terms not defined in this Agreement shall be construed in accordance with GAAP. Calculations and determinations must be made in accordance with GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. All references to “ D o ll a rs ” or “ $ ” are United States Dollars, unless otherwise noted.

2 . LOANS AND TERMS OF PAYMENT

2 . 1 Promise t o Pa y. Borrower hereby unconditionally promises to pay each Lender, the outstanding principal amount of all Term Loans advanced to Borrower by such Lender and accrued and unpaid interest thereon and any other amounts due hereunder as and when due in accordance with this Agreement.

2 . 2 Term Loans.

(a) A v aila b ility.

(i) Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, to make term loans to Borrower on the Effective Date in an aggregate amount of Three Million Dollars ($3,000,000.00) according to each Lender’s Term A Loan Commitment as set forth on Sch e dule 1.1 hereto (such term loans are hereinafter referred to singly as a “ Term A Loa n ”, and collectively as the “ Term A L oa n s ”). After repayment, no Term A Loan may be re-borrowed.

(ii) Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, during the Second Draw Period, to make term loans to Borrower in an aggregate amount up to Two Million Dollars ($2,000,000.00) according to each Lender’s Term B Loan Commitment as set forth on Sch e dule 1 . 1 hereto (such term loans are hereinafter referred to singly as a “ Term B L o an ”, and collectively as the “ Term B Loans ”). After repayment, no Term B Loan may be re-borrowed.

(iii) Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, during the Third Draw Period, to make term loans to Borrower in an aggregate amount up to Five Million Dollars ($5,000,000.00) according to each Lender’s Term C Loan Commitment as set forth on Sch e dule 1 . 1 hereto (such term loans are hereinafter referred to singly as a “ Term C Loan ”, and collectively as the “ Term C L o ans ”; each Term A Loan, Term B Loan or Term C Loan is hereinafter referred to singly as a “ Term L oa n ” and the Term A Loans, Term B Loans and the Term C Loans are hereinafter referred to collectively as the “ Term Loans ”). After repayment, no Term C Loan may be re-borrowed.

(c) Manda t o ry Pr e p ay m ents. If the Term Loans are accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (ii) the Final Payment, (iii) the Prepayment Fee, plus (iv) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. Notwithstanding (but without duplication with) the foregoing, on the Maturity Date, if the Final Payment had not previously been paid in full in connection with the prepayment of the Term Loans in full, Borrower shall pay to Collateral Agent, for payment to each Lender in accordance with its respective Pro Rata Share, the Final Payment in respect of the Term Loan(s).

(d) Per m i t ted Pre p ay m ent of Te r m Loans. Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days prior to such prepayment (and if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a refinancing or in connection with the consummation of a specified transaction, such notice of prepayment may be revoked if the financing or specified transaction is not consummated), and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts.

2 . 3 Payment of Interest on the Credit Exten s ions.

(a) Inter e st Rate. Subject to Section 2.3(b), the principal amount outstanding under the Term Loans shall accrue interest at a floating per annum rate equal to the Basic Rate, which interest shall be payable monthly in arrears in accordance with Sections 2.2(b) and 2.3(e). Interest shall accrue on each Term Loan commencing on, and including, the Funding Date of such Term Loan, and shall accrue on the principal amount outstanding under such Term Loan through and including the day on which such Term Loan is paid in full.

(b) Def a ult Rate . Immediately upon the occurrence and during the continuance of an Event of Default, Obligations shall accrue interest at a per annum floating rate equal to the rate that is otherwise applicable thereto plus five percentage points (5.00%) (the “ D ef a ult R a t e ”). Payment or acceptance of the increased interest rate provided in this Section 2.3(b) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Collateral Agent.

(c) 3 60 -Day Y ear . Interest shall be computed on the basis of a three hundred sixty (360) day year, and the actual number of days elapsed.

(d) Debit of Ac co unt s . Collateral Agent and each Lender may debit (or ACH), first the Designated Deposit Account, and second, any other deposit accounts maintained by Borrower or any of its Subsidiaries, for principal and interest payments or any other amounts Borrower owes the Lenders under the Loan Documents when due. Any such debits (or ACH activity) shall not constitute a set-off. Without limiting the foregoing, Collateral Agent and each Lender shall use commercially reasonably efforts to provide prior notification to the Borrower for the reasons, and amounts thereof, of debiting of any amounts (other than principal and interest payments) debited from Borrower’s deposit accounts in respect of this Agreement; provided, however, failure to provide such notice shall not be considered a breach of any provision hereof by Collateral Agent or any Lender.

(e) Pay m ents. Except as otherwise expressly provided herein, all payments by Borrower under the Loan Documents shall be made to the respective Lender to which such payments are owed, at such Lender’s office in immediately available funds on the date specified herein. Unless otherwise provided, interest is payable monthly on the Payment Date of each month. Payments of principal and/or interest received after 2:00 p.m. Eastern time are considered received at the opening of business on the next Business Day (unless such payments are received after 2:00 p.m. Eastern time as a result of any Lender debiting Borrower’s account after 2:00 p.m. Eastern time, in which case such payments are considered received the date such payment was due). When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower hereunder or under any other Loan Document, including payments of principal and interest, and all fees, expenses, indemnities and reimbursements, shall be made without set-off, recoupment or counterclaim, in lawful money of the United States and in immediately available funds.

2 . 4 Secured Promisso r y Not e s. The Term Loans shall be evidenced by one or more Secured Promissory Notes substantially in the form attached as Exhibit D hereto (each a “ Secu r ed Pr o m i ss o r y N o te ”), and shall be repayable as set forth in this Agreement. Borrower irrevocably authorizes each Lender to make or cause to be made, on or about the Funding Date of any Term Loan or at the time of receipt of any payment of principal on such Lender’s Secured Promissory Note, an appropriate notation on such Lender’s Secured Promissory Note Record reflecting the making of such Term Loan or (as the case may be) the receipt of such payment. The outstanding amount of each Term Loan set forth on such Lender’s Secured Promissory Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Lender, but the failure to record, or any error in so recording, any such amount on such Lender’s Secured Promissory Note Record shall not limit or otherwise affect the obligations of Borrower under any Secured Promissory Note or any other Loan Document to make payments of principal of or interest on any Secured Promissory Note when due. Upon receipt of an affidavit in form and content reasonably acceptable to Borrower of an officer of a Lender as to the loss, theft, destruction, or mutilation of its Secured Promissory Note , Borrower shall issue, in lieu thereof, a replacement Secured Promissory Note in the same principal amount thereof and of like tenor.

2 . 5 Fees. Borrower shall pay to Collateral Agent:

(a) Facility Fee. A fully earned, non-refundable facility fee of Fifty Thousand Dollars ($50,000.00) to be shared between the Lenders pursuant to their respective Commitment Percentages payable on the Effective Date;

(b) G oo d Faith D e posit . An amount of Thirty Thousand Dollars ($30,000.00) as good faith deposit from Borrower (which Collateral Agent acknowledges was received on or about October 5, 2015) and shall be applied towards the facility fee payable under Section 2.5(a) on the Effective Date.

(c) Final Pay m ent. The Final Payment, when due hereunder, to be shared between the Lenders in accordance with their respective Pro Rata Shares;

(d) Pr e p ay m ent F ee. The Prepayment Fee, when due hereunder, to be shared between the Lenders in accordance with their respective Pro Rata Shares; and

(e) Le n d er s ’ E xp e nses. All Lenders’ Expenses (including reasonable attorneys’ fees and expenses for documentation and negotiation of this Agreement) incurred through and after the Effective Date, when due.

2 . 6 Withh o ldin g . Payments received by the Lenders from Borrower hereunder will be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto). Specifically, however, if at any time any Governmental Authority, applicable law, regulation or international agreement requires Borrower to make any withholding or deduction from any such payment or other sum payable hereunder to the Lenders, Borrower hereby covenants and agrees that the amount due from Borrower with respect to such payment or other sum payable hereunder will be increased to the extent necessary to ensure that, after the making of such required withholding or deduction, each Lender receives a net sum equal to the sum which it would have received had no withholding or deduction been required and Borrower shall pay the full amount withheld or deducted to the relevant Governmental Authority; provided, that a Lender that shall have become a Lender pursuant to a Lender Transfer shall be entitled to receive only such additional amounts as such Lender’s assignor would have been entitled to receive pursuant to this Section 2.6. Borrower will, upon request, furnish the Lenders with proof reasonably satisfactory to the Lenders indicating that Borrower has made such withholding payment; provided, however, that Borrower need not make any withholding payment if the amount or validity of such withholding payment is contested in good faith by appropriate and timely proceedings and as to which payment in full is bonded or reserved against by Borrower. The agreements and obligations of Borrower contained in this Section 2.6 shall survive the termination of this Agreement.

3 . C O NDIT I O N S OF LO A NS

3 . 1 Condit i ons P r ecedent to I nitial Cred i t Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation:

(a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable;

(b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries;

(c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage;

(d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date ;

(e) a completed Perfection Certificate for Borrower and each of its Subsidiaries;

(f) the Annual Projections, for the current calendar year;

(g) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form reasonably acceptable to Collateral Agent and the Lenders;

(h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;

(i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s and each Subsidiaries’ leased locations where Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00) or its books or records;

(j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00);

(k) a duly executed legal opinion of counsel to Borrower dated as of the Effective Date;

(l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders;

(m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; and

(n) payment of the fees and Lenders’ Expenses then due, as specified in Section 2.5 hereof.

3 . 2 Condit i ons P r ecedent to all Credit Ext e nsions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent:

(a) receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto;

(b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 hereof are true, accurate and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date;

(c) in such Lender’s sole but reasonable discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each Lender;

(d) to the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes and Warrants, in number, form and content acceptable to each Lender, and in favor of each Lender according to its Commitment Percentage, with respect to each Credit Extension made by such Lender after the Effective Date; and

(e) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

3 . 3 C o v e n a n t t o De li v er . Borrower agrees to deliver to Collateral Agent and the Lenders each item required to be delivered to Collateral Agent under this Agreement as a condition precedent to any Credit Extension. Borrower expressly agrees that a Credit Extension made prior to the receipt by Collateral Agent or any Lender of any such item shall not constitute a waiver by Collateral Agent or any Lender of Borrower’s obligation to deliver such item, and any such Credit Extension in the absence of a required item shall be made in each Lender’s sole discretion.

3 . 4 Procedures for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making of a Term Loan set forth in this Agreement, to obtain a Term Loan, Borrower shall notify the Lenders (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 noon Eastern time three (3) Business Days prior to the date the Term Loan is to be made. Together with any such electronic, facsimile or telephonic notification, Borrower shall deliver to the Lenders by electronic mail or facsimile a completed Disbursement Letter executed by a Responsible Officer or his or her designee. The Lenders may rely on any telephone notice given by a person whom a Lender reasonably believes is a Responsible Officer or designee. On the Funding Date, each Lender shall credit and/or transfer (as applicable) to the Designated Deposit Account, an amount equal to its Term Loan Commitment.

4 . CR E ATI O N OF S E C U RI T Y I NTEREST

4 . 1 Grant of Se cu rity I ntere s t. Borrower hereby grants Collateral Agent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Collateral Agent, for the ratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral, subject only to Permitted Liens that are permitted by the terms of this Agreement to have priority to Collateral Agent’s Lien. If Borrower shall acquire a commercial tort claim (as defined in the Code) with an anticipated value in excess of $25,000, Borrower, shall promptly notify Collateral Agent in a writing signed by Borrower, as the case may be, of the general details thereof (and further details as may be required by Collateral Agent) and grant to Collateral Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Collateral Agent.

If this Agreement is terminated, Collateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) and at such time as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent shall, at the sole cost and expense of Borrower, (i) release its Liens in the Collateral and all rights therein shall revert to Borrower, (ii) execute and deliver to Borrower all documents that Borrower reasonably requests to evidence the release of the security interest in the Collateral and (iii) deliver to Borrower any stock certificates and other Collateral in Collateral Agent’s possession.

4 . 2 Auth o riz a t i o n to File Fin anci ng S t a t eme nts. Borrower hereby authorizes Collateral Agent to file financing statements or take any other action required to perfect Collateral Agent’s security interests in the Collateral, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Collateral Agent’s interest or rights under the Loan Documents, including a notice that any disposition of the Collateral, except to the extent permitted by the terms of this Agreement, by Borrower, or any other Person, shall be deemed to violate the rights of Collateral Agent under the Code.

5 . RE P R ESE N T A TIO NS AND WA R RANTIES

Borrower represents and warrants to Collateral Agent and the Lenders as follows:

5 . 1 Due O r g a ni z a tio n , A u t h orizat i o n: P o w er and Au t hor i t y . Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of organization or formation and Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Borrower and each of its Subsidiaries has delivered to Collateral Agent a completed perfection certificate signed by an officer of Borrower or such Subsidiary (each a “ Perfect i o n Certificate ” and collectively, the “ Perfe c tion Cert i ficate s ”). Borrower represents and warrants that (a) Borrower and each of its Subsidiaries’ exact legal name is that which is indicated on its respective Perfection Certificate and on the signature page of each Loan Document to which it is a party; (b) Borrower and each of its Subsidiaries is an organization of the type and is organized in the jurisdiction set forth on its respective Perfection Certificate; (c) each Perfection Certificate accurately sets forth each of Borrower’s and its Subsidiaries’ organizational identification number or accurately states that Borrower or such Subsidiary has none; (d) each Perfection Certificate accurately sets forth Borrower’s and each of its Subsidiaries’ place of business, or, if more than one, its chief executive office as well as Borrower’s and each of its Subsidiaries’ mailing address (if different than its chief executive office); (e) Borrower and each of its Subsidiaries (and each of its respective predecessors) have not, in the past five (5) years, changed its jurisdiction of organization, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information (other than amounts on deposit in deposit, investment, payroll or securities accounts) set forth on the Perfection Certificates pertaining to Borrower and each of its Subsidiaries, is accurate and complete in all material respects (it being understood and agreed that Borrower and each of its Subsidiaries may from time to time update certain information in the Perfection Certificates (including the information set forth in clause (d) above) after the Effective Date pursuant to Section 6.2(b) and such Perfection Certificates shall be deemed updated as of the first day of such month corresponding to the Compliance Certificate delivered); such updated Perfection Certificates subject to the review and approval of Collateral Agent. If Borrower or any of its Subsidiaries is not now a Registered Organization but later becomes one, Borrower shall notify Collateral Agent of such occurrence and provide Collateral Agent with such Person’s organizational identification number within five (5) Business Days of receiving such organizational identification number.

The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or such Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any material applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or such Subsidiary, or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or are being obtained pursuant to Section 6.1(b), or (v) constitute an event of default under any material agreement by which Borrower or any of such Subsidiaries, or their respective properties, is bound. Neither Borrower nor any of its Subsidiaries is in default under any agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change.

5 . 2 C o llater a l.

(a) Borrower and each its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to grant a Lien under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein other than with respect to Excluded Accounts. The Accounts are bona fide, existing obligations of the Account Debtors.

(b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral (other than locations where Collateral is held solely for, or in transition to or from, a clinical study for research and development purposes) are maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11.

(d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

5 . 3 Litig a tio n . Except as disclosed (i) on the Perfection Certificates, or (ii) in accordance with Section 6.9 hereof, there are no actions, suits, investigations, or proceedings pending or, to the knowledge of the Responsible Officers, threatened in writing by or against Borrower or any of its Subsidiaries involving more than One Hundred Fifty Thousand Dollars ($150,000.00).

5 . 4 No Mater i al Deter i orati o n in Fina n cial Condit i on; Financ i a l Stat e ments. All consolidated financial statements for Borrower and its Subsidiaries, delivered to Collateral Agent fairly present, in conformity with GAAP, in all material respects the consolidated financial condition of Borrower and its Subsidiaries, and the consolidated results of operations of Borrower and its Subsidiaries, subject, in the case of interim financial statements, to normal year audit adjustments and absence of footnotes. There has not been any material deterioration (excluding, for the avoidance of doubt, operating losses in the ordinary course of business that are consistent with the then applicable Annual Projections) in the consolidated financial condition of Borrower and its Subsidiaries since the date of the most recent financial statements submitted to any Lender.

5 . 5 Solv e ncy. Borrower is Solvent and Borrower and its Subsidiaries, taken as a whole, are Solvent.

5 . 6 Regulat o ry C o mpliance. Neither Borrower nor any of its Subsidiaries is an “investment company” or a company “controlled” by an “investment company” under the Investment Company Act of 1940, as amended. Neither Borrower nor any of its Subsidiaries is engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of Governors). Borrower and each of its Subsidiaries has complied in all material respects with the Federal Fair Labor Standards Act. Neither Borrower nor any of its Subsidiaries is a “holding company” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company” as each term is defined and used in the Public Utility Holding Company Act of 2005. Neither Borrower nor any of its Subsidiaries has violated any laws, ordinances or rules, the violation of which could reasonably be expected to have a Material Adverse Change. Neither Borrower’s nor any of its Subsidiaries’ properties or assets has been used by Borrower or such Subsidiary or, to Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than in material compliance with applicable laws. Borrower and each of its Subsidiaries has obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all Governmental Authorities that are necessary to continue their respective businesses as currently conducted.

None of Borrower, any of its Subsidiaries, or any of Borrower’s or its Subsidiaries’ Affiliates or any of their respective agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is (i) in violation of any Anti-Terrorism Law, (ii) engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law, or (iii) is a Blocked Person. None of Borrower, any of its Subsidiaries, or to the knowledge of Borrower and any of their Affiliates or agents, acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement, (x) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (y) deals in, or otherwise engages in any transaction relating to, any property or interest in property blocked pursuant to Executive Order No.13224, any similar executive order or other Anti-Terrorism Law.

5 . 7 Inve s tments. Neither Borrower nor any of its Subsidiaries owns any stock, shares, partnership interests or other equity securities except for Permitted Investments.

5 . 8 Tax Retu r ns and Pa yme n t s ; Pension Co n tribut i o n s . Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign and federal taxes, assessments, deposits and contributions (and all material state and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to state and local taxes, assessments, deposits and contributions in an aggregate amount of $50,000 or more for Borrower and all Subsidiaries together), unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) if such contested amount is in excess of $50,000, notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “ Pe r mitted Lien .” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in material additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan, in each case, which could reasonably be expected to result in any material liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

5 . 9 Use of Proce e ds. Borrower shall use the proceeds of the Credit Extensions solely as working capital and to fund its general business requirements in accordance with the provisions of this Agreement (including, without limitation, for Permitted Investments), and not for personal, family, household or agricultural purposes.

5 . 1 0 Full Discl o sure. No written representation, warranty or other statement of Borrower in any certificate or written statement given to Collateral Agent or any Lender, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and written statements given to Collateral Agent or any Lender, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates or statements not misleading (it being recognized that the projections and forecasts provided by Borrower were prepared in good faith and based upon reasonable assumptions at the time provided and are not to be viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results).

5 . 1 1 Definit i on of “ Knowle d g e. ” For purposes of the Loan Documents, whenever a representation or warranty is made to Borrower’s knowledge or awareness, to the “best of” Borrower’s knowledge, or with a similar qualification, knowledge or awareness means the actual knowledge, after reasonable investigation, of the Responsible Officers.

6 . A FFIR MAT I VE CO V E NA N TS

Borrower shall, and shall cause each of its Subsidiaries to, do all of the following:

6 . 1 Governm e nt Co m plianc e .

(a) Maintain its and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of organization and maintain qualification in each jurisdiction in which the failure to so qualify could reasonably be expected to have a Material Adverse Change. Comply with all laws, ordinances and regulations to which Borrower or any of its Subsidiaries is subject, the noncompliance with which could reasonably be expected to have a Material Adverse Change.

(b) Obtain and keep in full force and effect, all of the material Governmental Approvals necessary for the performance by Borrower and its Subsidiaries of their respective businesses and obligations under the Loan Documents and the grant of a security interest to Collateral Agent for the ratable benefit of the Lenders, in all of the Collateral. Borrower shall promptly (but in any event on or prior to the next Monthly Reporting Date) provide notice to Collateral Agent of any material Governmental Approvals obtained by Borrower or any of its Subsidiaries and if requested by Collateral Agent, also provide copies of such Governmental Approvals.

6 . 2 Financ i a l Statement s , Reports, Ce r tificates.

(a) Deliver to each Lender:

(i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, income statement and cash flow statement covering the consolidated operations of Borrower and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent;

(ii) as soon as available, but no later than (x) September 30th of the calendar year occurring after the last day of Borrower’s fiscal year or (y) if Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, one hundred twenty (120) days after the last day of Borrower’s fiscal year or within five (5) days of filing with the SEC, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than any “going concern” or like qualification or exception solely in connection with the need to raise equity) on the financial statements from BDO USA, LLP or another independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion (provided, however, Borrower must also deliver to each Lender such financial statements for its fiscal year ended December 31, 2014, on or before November 30, 2015);

(iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of each of Borrower’s fiscal years, Borrower’s annual financial projections for the entire current fiscal year as approved by Borrower’s Board of Directors, which such annual financial projections shall be set forth in a month-by-month format (such annual financial projections as originally delivered to Collateral Agent and the Lenders are referred to herein as the “ Ann u al P r ojections ”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval);

(iv) within five (5) days of delivery, copies of all statements, reports and notices regarding substantive matters made available to Borrower’s security holders or holders of Subordinated Debt in their capacity as security holders or holders of Subordinated Debt, respectively;

(v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission,

(vi) prompt notice of any material amendments to the capitalization table of Borrower and of any amendments or changes to the Operating Documents of Borrower or any of its Subsidiaries, together with any copies reflecting such amendments or changes with respect thereto;

(vii) prompt notice of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property;

(viii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each Collateral Account maintained by Borrower or its Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s), and

(ix) other information as reasonably requested by Collateral Agent or any Lender, in good faith.

Notwithstanding the foregoing, documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address.

(b) Concurrently with the delivery of the financial statements specified in Section 6.2(a)(i) above but no later than thirty (30) days after the last day of each month, deliver to each Lender, a duly completed Compliance Certificate signed by a Responsible Officer, which such Compliance Certificate shall include any updates necessary to cause the information in the existing Perfection Certificates to be true and correct in all material respects (and such existing Perfection Certificates shall be deemed amended by delivery of such Compliance Certificate upon review and approval by Collateral Agent of such updates to such information for the purpose of incorporation in the Perfection Certificates). Notwithstanding anything herein to the contrary, upon the reasonable request of Collateral Agent, Borrower shall promptly provide a revised and updated Perfection Certificate the information wherein shall be then current and which shall be subject to review and approval of Collateral Agent.

(c) Keep proper books of record and account in accordance with GAAP in all material respects, in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Borrower shall allow, subject to following sentence, Collateral Agent or any Lender, during regular business hours upon reasonable prior notice (provided that no notice shall be required when an Event of Default has occurred and is continuing), to visit and inspect any of its properties, to examine and make abstracts or copies from any of its books and records, and to conduct a collateral audit and analysis of its operations and the Collateral. Such inspections and audits shall be at the Borrower’s expense and conducted no more often than once every year unless (and more frequently if) an Event of Default has occurred and is continuing.

6 . 3 Inve nt or y ; R e turn s . Keep all Inventory in good and marketable condition, free from material defects. Borrower must promptly notify (but in any event on or prior to the next Monthly Reporting Date) Collateral Agent and the Lenders of all returns, recoveries, disputes and claims that involve more than One Hundred Thousand Dollars ($100,000.00) individually or in the aggregate to any one or related Account Debtors in any calendar year.

6 . 4 Taxe s ; Pensions. Timely file and require each of its Subsidiaries to timely file, all required tax returns and reports and timely pay, and require each of its Subsidiaries to timely file, all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower or its Subsidiaries, except for deferred payment of any taxes contested pursuant to the terms of Section 5.8 hereof, and shall deliver to Lenders, on demand, appropriate certificates attesting to such payments, and pay all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with the terms of such plans.

6 . 5 Insu r a nce. Keep Borrower’s and its Subsidiaries’ business and the Collateral insured for risks and in amounts standard for companies in Borrower’s and its Subsidiaries’ industry and location and as Collateral Agent may reasonably request. Insurance policies shall be in a form, with companies, and in amounts that are reasonably satisfactory to Collateral Agent and Lenders (it being agreed that all insurance policies of the Borrower that are in effect as of the Effective Date are satisfactory to Collateral Agent and Lenders as of the Effective Date). All property policies shall have a lender’s loss payable endorsement showing Collateral Agent as lender loss payee and waive subrogation against Collateral Agent, and all liability policies shall show, or have endorsements showing, Collateral Agent, as additional insured. The Collateral Agent shall be named as lender loss payee and/or additional insured with respect to any such insurance providing coverage in respect of any Collateral, and each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Collateral Agent, that it will give the Collateral Agent thirty (30) days prior written notice before any such policy or policies shall be materially altered or canceled (except for ten (10) days prior written notice in the case of cancellation due to non-payment of premiums). At Collateral Agent’s request, Borrower shall deliver certified copies of policies and evidence of all premium payments. Proceeds payable under any policy shall, at Collateral Agent’s option, be payable to Collateral Agent, for the ratable benefit of the Lenders, on account of the Obligations. Notwithstanding the foregoing, (a) so long as no Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to Two Hundred Fifty Thousand Dollars ($250,000.00) with respect to any loss, but not exceeding Two Hundred Fifty Thousand Dollars ($250,000.00), in the aggregate for all losses under all casualty policies in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (i) shall be of equal or like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Collateral Agent has been granted a first priority security interest, and (b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of Collateral Agent, be payable to Collateral Agent, for the ratable benefit of the Lenders, on account of the Obligations. If Borrower or any of its Subsidiaries fails to obtain insurance as required under this Section 6.5 or to pay any amount or furnish any required proof of payment to third persons, Collateral Agent and/or any Lender may make, at Borrower’s expense, all or part of such payment or obtain such insurance policies required in this Section 6.5, and take any action under the policies Collateral Agent or such Lender deems prudent.

6 . 6 Operating A c counts.

(a) Maintain all of Borrower’s and its Subsidiaries’ Collateral Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent.

(b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to Excluded Accounts.

(c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b).

6 . 7 Prote c ti o n of Intellect u a l Prope r ty R i g ht s. Borrower shall: (a) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to Borrower’s business; (b) promptly advise Collateral Agent in writing of material infringement by a third party of its Intellectual Property, which is material to the Borrower’s business; and (c) not allow any Intellectual Property material to Borrower’s business, to be abandoned, forfeited or dedicated to the public without Collateral Agent’s prior written consent.

6 . 8 Litig a tion Co ope r at i o n. Commencing on the Effective Date and continuing through the termination of this Agreement, make available to Collateral Agent and the Lenders, without expense to Collateral Agent or the Lenders, Borrower and each of Borrower’s officers, employees and agents and Borrower’s Books, upon reasonable prior notice and at reasonable places and times to the extent that Collateral Agent or any Lender may reasonably deem them necessary to prosecute or defend any third-party suit or proceeding instituted by or against Collateral Agent or any Lender with respect to any Collateral or relating to Borrower.

6 . 9 N o tices o f Litig a ti o n a n d D e fau l t. Borrower will give prompt written notice to Collateral Agent and the Lenders, upon obtaining knowledge, of any litigation or governmental proceedings pending or threatened (in writing) against Borrower or any of its Subsidiaries, which could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000.00) or more or which could reasonably be expected to have a Material Adverse Change. Without limiting or contradicting any other more specific provision of this Agreement, promptly (and in any event within three (3) Business Days) upon Borrower becoming aware of the existence of any Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, Borrower shall give written notice to Collateral Agent and the Lenders of such occurrence, which such notice shall include a reasonably detailed description of such Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default.

6 . 1 0 Intenti o n a lly Omitted.

6 . 1 1 Landlord Wa ivers; B a ilee Waive r s. In the event that Borrower or any of its Subsidiaries, after the Effective Date, intends to add any new offices or business locations, including warehouses, or otherwise store any portion of the Collateral with, or deliver any portion of the Collateral to, a bailee, in each case pursuant to Section 7.2, then Borrower or such Subsidiary will first notify Collateral Agent and, in the event that the Collateral at any new location is valued in excess of One Hundred Thousand ($100,000.00) in the aggregate or includes any books or records of Borrower or any of its Subsidiaries, such bailee or landlord, as applicable, must execute and deliver a bailee waiver or landlord waiver, as applicable, in form and substance reasonably satisfactory to Collateral Agent on or prior to the addition of any new offices or business locations, or any such storage with or delivery to any such bailee, as the case may be.

6 . 1 2 Creation/Acquisition of S u bsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Ex hibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiary.

6 . 1 3 Further Assu r a nce s .

(a) Execute any further instruments and take further action as Collateral Agent or any Lender reasonably requests to perfect or continue Collateral Agent’s Lien in the Collateral or to effect the purposes of this Agreement.

(b) Deliver to Collateral Agent and Lenders, within five (5) days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority that could reasonably be expected to have a material adverse effect on any of the Governmental Approvals material to Borrower’s business or otherwise could reasonably be expected to have a Material Adverse Change.

7 . NEGAT I VE C O VE N AN T S

Borrower shall not, and shall not permit any of its Subsidiaries to, do any of the following without the prior written consent of the Required Lenders:

7 . 1 Dispositi o ns. Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “ Tr a nsfer ”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business; (b) of worn out, damaged, surplus or obsolete Equipment; (c) in connection with Permitted Liens, Permitted Investments, Permitted Licenses, transactions permitted by Section 7.3 and transactions permitted by Section 7.7(a); (d) of Accounts in connection with the compromise, settlement or collection thereof in the ordinary course of business (and not as part of a bulk sale or receivables financing), provided, however, the aggregate value of such Accounts during any given fiscal year shall not exceed $100,000; (e) resulting from any casualty or other damage to, or any taking under power of eminent domain or by condemnation or similar proceedings, the aggregate value of which shall not exceed $100,000; and (f) not otherwise permitted in this Section 7.1, the aggregate value of which shall not exceed $100,000 in the aggregate in any fiscal year, provided, however such disposition shall not be of Intellectual Property or any licenses to Intellectual Property.

7 . 2 C h a n ges in B usiness, Ma n ag e ment, O w nership, or B usiness Lo c a tions. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses engaged in by Borrower as of the Effective Date or reasonably related thereto; (b) liquidate or dissolve; or (c) (i) any Key Person shall cease to be actively engaged in the management of Borrower unless written notice thereof is provided to Collateral Agent within 5 days of such change, or (ii) consummate any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering, a private placement of public equity or to venture capital investors so long as Borrower identifies to Collateral Agent the venture capital investors prior to the closing of the transaction). Borrower shall not, without at least fifteen (15) days’ prior written notice to Collateral Agent (which such notice shall be deemed to amend the Perfection Certificates as applicable upon review and approval of Collateral Agent): (A) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than One Hundred Thousand Dollars ($100,000.00) in assets or property of Borrower or any of its Subsidiaries); (B) change its jurisdiction of organization, (C) change its organizational structure or type, (D) change its legal name, or (E) change any organizational number (if any) assigned by its jurisdiction of organization.

7 . 3 Merge r s or Acquisitio n s. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock, shares or property of another Person. A Subsidiary may merge or consolidate into another Subsidiary (provided such surviving Subsidiary is a “co-Borrower” hereunder or has provided a secured Guaranty of Borrower’s Obligations hereunder) or with (or into) Borrower provided Borrower is the surviving legal entity, and as long as no Event of Default is occurring prior thereto or arises as a result therefrom. Without limiting the foregoing, Borrower shall not, without Collateral Agent’s prior written consent, enter into any binding contractual arrangement with any Person to attempt to facilitate a merger or acquisition of Borrower, unless (i) no Event of Default exists when such agreement is entered into by Borrower, (ii) such agreement does not give such Person the right to claim any fees, payments or damages from Borrower in excess of Two Hundred Fifty Thousand Dollars ($250,000) and (iii) Borrower notifies Collateral Agent within five (5) days of entering into such an agreement.

7 . 4 Inde b tedne s s. Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness.

7 . 5 Encumb r a nc e . Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens that are permitted by the terms of this Agreement to have priority over Collateral Agent’s Lien), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, or any of its Subsidiaries, from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “ Perm i tted Lien s ” herein.

7 . 6 M a inten a nce o f C o ll a ter a l Accounts. Maintain any Collateral Account except pursuant to the terms of Section 6.6 hereof.

7 . 7 Distrib u tions; Inve s tme n ts. a) Pay any dividends or make any distribution or payment in respect of or redeem, retire or purchase any capital stock (other than dividends, distributions or payments (i) payable solely in capital stock, or (ii) repurchases pursuant to the terms of employee stock purchase plans, employee restricted stock agreements, stockholder rights plans, director or consultant stock option plans, or similar plans, provided such repurchases do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate per fiscal year) or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so.

7 . 8 Tr a ns a ct i o ns with Affili a tes. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower or any of its Subsidiaries, except for (a) transactions that are in the ordinary course of Borrower’s or such Subsidiary’s business, upon fair and reasonable terms that are no less favorable to Borrower or such Subsidiary than would be obtained in an arm’s length transaction with a non-affiliated Person, (b) Subordinated Debt or equity investments by Borrower’s investors in Borrower or its Subsidiaries and (c) transactions that are explicitly allowed hereunder to be entered into with Affiliates.

7 . 9 Su b ordi n a ted Debt. (a) Make or permit any payment on any Subordinated Debt, except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated Debt which would increase the amount thereof or adversely affect the subordination thereof to Obligations owed to the Lenders.

7 . 1 0 C o m p li a nc e . Become an “investment company” or a company controlled by an “investment company”, under the Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds of any Credit Extension for that purpose; fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction, as defined in ERISA, to occur that results in a liability or penalties in excess of $10,000 in the aggregate or otherwise could reasonably be expected to have a Material Adverse Change; fail to comply in all material respects with the Federal Fair Labor Standards Act or violate any other law or regulation, if the violation could reasonably be expected to have a Material Adverse Change, or permit any of its Subsidiaries to do so; withdraw or permit any Subsidiary to withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred compensation plan which could reasonably be expected to result in any liability of Borrower or any of its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

7 . 1 1 Co m pliance with Ant i -Terrorism L a ws. Collateral Agent hereby notifies Borrower and each of its Subsidiaries that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agent’s policies and practices, Collateral Agent is required to obtain, verify and record certain information and documentation that identifies Borrower and each of its Subsidiaries and their principals, which information includes the name and address of Borrower and each of its Subsidiaries and their principals and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. Neither Borrower nor any of its Subsidiaries shall, nor shall Borrower or any of its Subsidiaries permit any Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements or contracts with any Person listed on the OFAC Lists. Borrower and each of its Subsidiaries shall immediately notify Collateral Agent if Borrower or such Subsidiary has knowledge that Borrower, or any Subsidiary or Affiliate of Borrower, is listed on the OFAC Lists or (a) is convicted on, (b) pleads no l o c o nte nd ere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Neither Borrower nor any of its Subsidiaries shall, nor shall Borrower or any of its Subsidiaries, permit any Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224 or any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

8 . EVENTS OF DEFAULT

Any one of the following shall constitute an event of default (an “ Event of D e fau l t ”) under this Agreement:

8 . 1 P a yme n t De fa ult. Borrower fails to (a) make any payment of principal or interest on any Credit Extension on its due date; provided that no default shall have been deemed to occur as a result of any Lender neglecting to debit or deliberately not debiting Borrower’s account as provided in Section 2.3(d), or (b) pay any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day grace period shall not apply to payments due on the Maturity Date or the date of acceleration pursuant to Section 9.1 (a) hereof). During the cure period, the failure to cure the payment default is not an Event of Default (but no Credit Extension will be made during the cure period);

8 . 2 C o v e n a n t De f a ul t.

(a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or

(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence of such default; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;

8 . 3 Material Adverse Chang e . A Material Adverse Change occurs;

8 . 4 A t ta c hme n t; Lev y ; Rest r a i nt on B usines s .

(a) (i) The service of process seeking to attach, by trustee or similar process, any funds of Borrower or any of its Subsidiaries or of any entity under control of Borrower or its Subsidiaries on deposit with any Lender or any Lender’s Affiliate or any bank or other institution at which Borrower or any of its Subsidiaries maintains a Collateral Account, or (ii) a notice of lien, levy, or assessment is filed against Borrower or any of its Subsidiaries or their respective assets by any government agency, and the same under subclauses (i) and (ii) hereof are not, within ten (10) days after the occurrence thereof, discharged or stayed (whether through the posting of a bond or otherwise); provided, however, no Credit Extensions shall be made during any ten (10) day cure period; and

(b) (i) any material portion of Borrower’s or any of its Subsidiaries’ assets is attached, seized, levied on, or comes into possession of a trustee or receiver, or (ii) any court order enjoins, restrains, or prevents Borrower or any of its Subsidiaries from conducting any part of its business;

8 . 5 Inso l v en c y . (a) Borrower or any of its Subsidiaries is or becomes Insolvent; (b) Borrower or any of its Subsidiaries begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against Borrower or any of its Subsidiaries and not dismissed or stayed within forty-five (45) days (but no Credit Extensions shall be made while Borrower or any Subsidiary is Insolvent and/or until any Insolvency Proceeding is dismissed);

8 . 6 Other Agre e ments. There is a default in any agreement to which Borrower or any of its Subsidiaries is a party with a third party or parties resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness owed by Borrower or such Subsidiary in an amount in excess of One Hundred Fifty Thousand Dollars ($150,000.00) or that could reasonably be expected to have a Material Adverse Change;

8 . 7 Judgments. One or more judgments, orders, or decrees for the payment of money in an amount, individually or in the aggregate, of at least One Hundred Fifty Thousand Dollars ($150,000.00) (not covered by independent third-party insurance as to which liability has been accepted by such insurance carrier) shall be rendered against Borrower or any of its Subsidiaries and shall remain unsatisfied, unvacated, or unstayed for a period of ten (10) days after the entry thereof (provided that no Credit Extensions will be made prior to the satisfaction, vacation, or stay of such judgment, order or decree);

8 . 8 Misrepresentat i ons. Borrower or any of its Subsidiaries or any Person acting for Borrower or any of its Subsidiaries makes any representation, warranty, or other statement now or later in this Agreement, any Loan Document or in any writing delivered to Collateral Agent and/or Lenders or to induce Collateral Agent and/or the Lenders to enter this Agreement or any Loan Document, and such representation, warranty, or other statement is incorrect in any material respect when made;

8 . 9 Su b o rdi n a ted De b t. A default or breach occurs under any agreement between Borrower or any of its Subsidiaries and any creditor of Borrower or any of its Subsidiaries that signed a subordination, intercreditor, or other similar agreement with Collateral Agent or the Lenders resulting in a right, or will result in a right with the passage of time, by such creditor, whether or not exercised, to accelerate the maturity of any Indebtedness owed by Borrower or such Subsidiary to such creditor (provided, however, that if such default or breach will not result in such a right, Borrower must promptly notify Collateral Agent of such default or breach and promptly remedy it), or any such creditor that has signed such an subordination, intercreditor, or other similar agreement with Collateral Agent or the Lenders breaches any terms of such agreement;

8 . 1 0 Rese r v ed ;

8 . 1 1 Governm e ntal App r ovals. Any Governmental Approval shall have been revoked, rescinded, suspended, modified in an adverse manner, or not renewed in the ordinary course for a full term an d such revocation, rescission, suspension, modification or non-renewal has resulted in or could reasonably be expected to result in a Material Adverse Change; or

8 . 1 2 Lien Priorit y . Any Lien created hereunder or by any other Loan Document shall at any time fail to constitute a valid and perfected Lien on any of the Collateral purported to be secured thereby, subject to no prior or equal Lien, other than Permitted Liens which are permitted to have priority in accordance with the terms of this Agreement.

9 . RI G HTS A N D REM E DI E S

9 . 1 Rig h ts a n d R e medies.

(a) Upon the occurrence and during the continuance of an Event of Default, Collateral Agent may, and at the written direction of Required Lenders shall, without notice or demand, do any or all of the following: (i) deliver notice of the Event of Default to Borrower, (ii) by notice to Borrower declare all Obligations immediately due and payable (but if an Event of Default described in Section 8.5 occurs all Obligations shall be immediately due and payable without any action by Collateral Agent or the Lenders) or (iii) by notice to Borrower suspend or terminate the obligations, if any, of the Lenders to advance money or extend credit for Borrower’s benefit under this Agreement (but if an Event of Default described in Section 8.5 occurs all obligations, if any, of the Lenders to advance money or extend credit for Borrower’s benefit under this Agreement shall be immediately terminated without any action by Collateral Agent or the Lenders).

(b) Without limiting the rights of Collateral Agent and the Lenders set forth in Section 9.1(a) above, upon the occurrence and during the continuance of an Event of Default, Collateral Agent shall have the right at the written direction of the Required Lenders , without notice or demand, to do any or all of the following:

(i) foreclose upon and/or sell or otherwise liquidate, the Collateral;

(ii) apply to the Obligations any (a) balances and deposits of Borrower that Collateral Agent or any Lender holds or controls, or (b) any amount held or controlled by Collateral Agent or any Lender owing to or for the credit or the account of Borrower; and/or

(iii) commence and prosecute an Insolvency Proceeding or consent to Borrower commencing any Insolvency Proceeding.

(c) Without limiting the rights of Collateral Agent and the Lenders set forth in Sections 9.1(a) and (b) above, upon the occurrence and during the continuance of an Event of Default, Collateral Agent shall have the right, without notice or demand, to do any or all of the following:

(i) settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Collateral Agent considers advisable, notify any Person owing Borrower money of Collateral Agent’s security interest in such funds, and verify the amount of such account;

(ii) make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its security interest in the Collateral. Borrower shall assemble the Collateral if Collateral Agent requests and make it available in a location as Collateral Agent reasonably designates. Collateral Agent may enter premises where the Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred. Borrower grants Collateral Agent a license to enter and occupy any of its premises, without charge, to exercise any of Collateral Agent’s rights or remedies;

(iii) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, and/or advertise for sale, the Collateral. Collateral Agent is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, Borrower’s and each of its Subsidiaries’ labels, patents, copyrights, mask works, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Collateral Agent’s exercise of its rights under this Section 9.1, Borrower’s and each of its Subsidiaries’ rights under all licenses and all franchise agreements inure to Collateral Agent, for the benefit of the Lenders;

(iv) place a “hold” on any account maintained with Collateral Agent or the Lenders and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral;

(v) demand and receive possession of Borrower’s Books;

(vi) appoint a receiver to seize, manage and realize any of the Collateral, and such receiver shall have any right and authority as any competent court will grant or authorize in accordance with any applicable law, including any power or authority to manage the business of Borrower or any of its Subsidiaries; and

(vii) subject to clauses 9.1(a) and (b), exercise all rights and remedies available to Collateral Agent and each Lender under the Loan Documents or at law or equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof).

Notwithstanding any provision of this Section 9.1 to the contrary, upon the occurrence of any Event of Default, Collateral Agent shall have the right to exercise any and all remedies referenced in this Section 9.1 without the written consent of Required Lenders following the occurrence of an Exigent Circumstance. As used in the immediately preceding sentence, “ Exigent Circum s tanc e ” means any event or circumstance that, in the reasonable judgment of Collateral Agent, imminently threatens the ability of Collateral Agent to realize upon all or any material portion of the Collateral, such as, without limitation, fraudulent removal, concealment, or abscondment thereof, destruction or material waste thereof, or failure of Borrower or any of its Subsidiaries after reasonable demand to maintain or reinstate adequate casualty insurance coverage, or which, in the judgment of Collateral Agent, could reasonably be expected to result in a material diminution in value of the Collateral.

9 . 2 Power of Attorn e y . Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

9 . 3 Prote c tive Pa yme n ts. If Borrower or any of its Subsidiaries fail to obtain the insurance called for by Section 6.5 or fails to pay any premium thereon or fails to pay any other amount which Borrower or any of its Subsidiaries is obligated to pay under this Agreement or any other Loan Document, Collateral Agent may obtain such insurance or make such payment, and all amounts so paid by Collateral Agent are Lenders’ Expenses and immediately due and payable, bearing interest at the Default Rate, and secured by the Collateral. Collateral Agent will make reasonable efforts to provide Borrower with notice of Collateral Agent obtaining such insurance or making such payment at the time it is obtained or paid or within a reasonable time thereafter. No such payments by Collateral Agent are deemed an agreement to make similar payments in the future or Collateral Agent’s waiver of any Event of Default.

9 . 4 Application of Paym e nts and P r oceeds. Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Collateral Agent from or on behalf of Borrower or any of its Subsidiaries of all or any part of the Obligations, and, as between Borrower on the one hand and Collateral Agent and Lenders on the other, Collateral Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Collateral Agent may deem advisable notwithstanding any previous application by Collateral Agent, and (b) the proceeds of any sale of, or other realization upon all or any part of the Collateral shall be applied: first, to the Lenders’ Expenses; second, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the United States Bankruptcy Code, would have accrued on such amounts); third, to the principal amount of the Obligations outstanding; and fourth, to any other indebtedness or obligations of Borrower owing to Collateral Agent or any Lender under the Loan Documents. Any balance remaining shall be delivered to Borrower or to whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (x) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (y) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its pro rata share of amounts available to be applied pursuant thereto for such category. Any reference in this Agreement to an allocation between or sharing by the Lenders of any right, interest or obligation “ratably,” “proportionally” or in similar terms shall refer to Pro Rata Share unless expressly provided otherwise. Collateral Agent, or if applicable, each Lender, shall promptly remit to the other Lenders such sums as may be necessary to ensure the ratable repayment of each Lender’s portion of any Term Loan and the ratable distribution of interest, fees and reimbursements paid or made by Borrower. Notwithstanding the foregoing, a Lender receiving a scheduled payment shall not be responsible for determining whether the other Lenders also received their scheduled payment on such date; provided, however, if it is later determined that a Lender received more than its ratable share of scheduled payments made on any date or dates, then such Lender shall remit to Collateral Agent or other Lenders such sums as may be necessary to ensure the ratable payment of such scheduled payments, as instructed by Collateral Agent. If any payment or distribution of any kind or character, whether in cash, properties or securities, shall be received by a Lender in excess of its ratable share, then the portion of such payment or distribution in excess of such Lender’s ratable share shall be received by such Lender in trust for and shall be promptly paid over to the other Lender for application to the payments of amounts due on the other Lenders’ claims. To the extent any payment for the account of Borrower is required to be returned as a voidable transfer or otherwise, the Lenders shall contribute to one another as is necessary to ensure that such return of payment is on a pro rata basis. If any Lender shall obtain possession of any Collateral, it shall hold such Collateral for itself and as agent and bailee for Collateral Agent and other Lenders for purposes of perfecting Collateral Agent’s security interest therein.

9 . 5 Li a bility f o r C o llater a l. So long as Collateral Agent and the Lenders comply with reasonable banking practices regarding the safekeeping of the Collateral in the possession or under the control of Collateral Agent and the Lenders, Collateral Agent and the Lenders shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage to the Collateral; (c) any diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person, other than any loss, damage or diminution in value due to the gross negligence or willful misconduct of the Collateral Agent or any Lender. Borrower bears all risk of loss, damage or destruction of the Collateral other than as set forth in the preceding sentence.

9 . 6 No W a ive r ; Remedies Cu m ulat i ve. Failure by Collateral Agent or any Lender, at any time or times, to require strict performance by Borrower of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish any right of Collateral Agent or any Lender thereafter to demand strict performance and compliance herewith or therewith. No waiver hereunder shall be effective unless signed by Collateral Agent and the Required Lenders and then is only effective for the specific instance and purpose for which it is given. The rights and remedies of Collateral Agent and the Lenders under this Agreement and the other Loan Documents are cumulative. Collateral Agent and the Lenders have all rights and remedies provided under the Code, any applicable law, by law, or in equity. The exercise by Collateral Agent or any Lender of one right or remedy is not an election, and Collateral Agent’s or any Lender’s waiver of any Event of Default is not a continuing waiver. Collateral Agent’s or any Lender’s delay in exercising any remedy is not a waiver, election, or acquiescence.

9 . 7 De m a nd W a i v er. Borrower waives, to the fullest extent permitted by law, demand, notice of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees held by Collateral Agent or any Lender on which Borrower or any Subsidiary is liable.

1 0 . NOT I CES

All notices, consents, requests, approvals, demands, or other communication (collectively, “ Communi c a tion ”) by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by facsimile transmission or electronic mail; (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email address indicated below. Any of Collateral Agent, Lender or Borrower may change its mailing address, email address or facsimile number by giving the other party written notice thereof in accordance with the terms of this Section 10.

If to Borrower:	ADYNXX, INC.
	731 Market Street
	Suite 420
	San Francisco, California 94103
	Attn: Rick Orr, CEO
	Fax: (415) 512-7740
	Email: rorr@adynxx.com

with a copy (which	Hogan Lovells US LLP
shall not constitute	4085 Campbell Ave.
notice) to:	Suite 100
	Menlo Park, California 94025

	Attn: Laura A. Berezin
	Fax: (650) 463-4199
	Email: laura.berezin@hoganlovells.com



If to Collateral Agent:	OXFORD FINANCE LLC
	133 North Fairfax Street
	Alexandria, Virginia 22314
	Attention: Legal Department
	Fax: (703) 519-5225
	Email: LegalDepartment@oxfordfinance.com

with a copy (which	Greenberg Traurig, LLP
shall not constitute	One International Place
notice) to:	Boston, MA 02110
	Attn: Jonathan Bell
	Fax: (617) 310-6001
	Email: bellj@gtlaw.com

1 1 . CH O ICE OF LAW, V E N U E A N D J U R Y TR I AL W A I VER, AN D J UD I C I AL R E FERE N CE

California law governs the Loan Documents without regard to principles of conflicts of law. Borrower, Collateral Agent and each Lender each submit to the exclusive jurisdiction of the State and Federal courts in Santa Clara County, California; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Collateral Agent or any Lender from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Collateral Agent or any Lender. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid.

TO THE FULLEST E X T ENT PERMITTED BY APPLICABLE LAW, BORROW E R, COLLATERAL AGENT A ND EA C H LE N DER E A C H WA I VE TH E IR RIGHT TO A J U R Y T RIAL OF A N Y C L A I M O R C A USE OF A C T I O N A RIS I NG OU T OF OR B A SE D UPO N THI S A G R EEM E NT, THE LOAN D O C U MEN T S OR A NY C O NTEM P LATED T R A N S A CTI ON , I N CL U D IN G C O NT RA CT, T O RT, BRE A CH OF DUTY A N D ALL OTHER CLA I MS. T HIS W A IV E R IS A MA T ERIAL I N DU CEM E NT F O R EACH PAR T Y TO E NTER INTO T H IS A G REEM E N T. E A CH PA RTY H A S R E VIEWED T H IS W AIV E R WITH ITS COUNSEL.

WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies of any nature between them arising at any time shall be decided by a reference to a private judge, mutually selected by the parties (or, if they cannot agree, by the Presiding Judge of the Santa Clara County, California Superior Court) appointed in accordance with California Code of Civil Procedure Section 638 (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts), sitting without a jury, in Santa Clara County, California; and the parties hereby submit to the jurisdiction of such court. The reference proceedings shall be conducted pursuant to and in accordance with the provisions of California Code of Civil Procedure §§ 638 through 645.1, inclusive. The private judge shall have the power, among others, to grant provisional relief, including without limitation, entering temporary restraining orders, issuing preliminary and permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional relief, but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party may apply to the Santa Clara County, California Superior Court for such relief. The proceeding before the private judge shall be conducted in the same manner as it would be before a court under the rules of evidence applicable to judicial proceedings. The parties shall be entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings. The private judge shall oversee discovery and may enforce all discovery rules and orders applicable to judicial proceedings in the same manner as a trial court judge. The parties agree that the selected or appointed private judge shall have the power to decide all issues in the action or proceeding, whether of fact or of law, and shall report a statement of decision thereon pursuant to California Code of Civil Procedure § 644(a). Nothing in this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose against collateral, or obtain provisional remedies. The private judge shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph.

1 2 . GE NE R AL P R O V ISIONS

1 2 .1 Succes s o rs and Assigns. This Agreement binds and is for the benefit of the successors and permitted assigns of each party. Borrower may not transfer, pledge or assign this Agreement or any rights or obligations under it without Collateral Agent’s and each Lender’s prior written consent (which may be granted or withheld in Collateral Agent’s and each Lender’s discretion, subject to Section 12.6). The Lenders have the right, without the consent of or notice to Borrower, to sell, transfer, assign, pledge, negotiate, or grant participation in ( a ny such sale, transfer, assignment, negotiation , or grant of a participation, a “Lender Tr a nsfe r ”) all or any part of, or any interest in, the Lenders’ obligations, rights, and benefits under this Agreement and the other Loan Documents; pr o vi d e d , ho w ever , that any such Lender Transfer (other than a transfer, pledge, sale or assignment to an Eligible Assignee) of its obligations, rights, and benefits under this Agreement and the other Loan Documents shall require the prior written consent of the Required Lenders (such approved assignee, an “ A p p r oved Lende r ”) . Borrower and Collateral Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned until Collateral Agent shall have received and accepted an effective assignment agreement in form satisfactory to Collateral Agent executed, delivered and fully completed by the applicable parties thereto, and shall have received such other information regarding such Eligible Assignee or Approved Lender as Collateral Agent reasonably shall require. Notwithstanding anything to the contrary contained herein, so long as no Event of Default has occurred and is continuing, no Lender Transfer (other than a Lender Transfer (i) in respect of the Warrants or (ii) in connection with (x) assignments by a Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to a Lender’s own financing or securitization transactions) shall be permitted, without Borrower’s consent, to any Person which is an Affiliate or Subsidiary of Borrower, a direct competitor of Borrower or a vulture hedge fund, each as determined by Collateral Agent.

1 2 .2 Indemnific a t i o n. Borrower agrees to indemnify, defend and hold Collateral Agent and the Lenders and their respective directors, officers, employees, agents, attorneys, or any other Person affiliated with or representing Collateral Agent or the Lenders (each, an “ I ndemnified Per s on ”) harmless against: (a) all obligations, demands, claims, and liabilities (collectively, “ Claim s ”) asserted by any other party in connection with; related to; following; or arising from, out of or under, the transactions contemplated by the Loan Documents; and (b) all losses or Lenders’ Expenses incurred, or paid by Indemnified Person in connection with; related to; following; or arising from, out of or under, the transactions contemplated by the Loan Documents between Collateral Agent, and/or the Lenders and Borrower (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct. Borrower hereby further indemnifies, defends and holds each Indemnified Person harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the fees and disbursements of counsel for such Indemnified Person) in connection with any investigative, response, remedial, administrative or judicial matter or proceeding, whether or not such Indemnified Person shall be designated a party thereto and including any such proceeding initiated by or on behalf of Borrower, and the reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and any commission, fee or compensation claimed by any broker (other than any broker retained by Collateral Agent or Lenders) asserting any right to payment for the transactions contemplated hereby which may be imposed on, incurred by or asserted against such Indemnified Person as a result of or in connection with the transactions contemplated hereby and the use or intended use of the proceeds of the loan proceeds except for liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements directly caused by such Indemnified Person’s gross negligence or willful misconduct.

1 2 .3 Time of Ess e nce. Time is of the essence for the performance of all Obligations in this Agreement.

1 2 .4 Se v er a bility of Pro v isi o ns. Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision.

1 2 .5 Corre c tion of Loan Docum e nts. Collateral Agent and the Lenders may correct patent errors and fill in any blanks in this Agreement and the other Loan Documents consistent with the agreement of the parties so long as Collateral Agent provides Borrower with written notice of such correction and allows Borrower at least ten (10) days to object to such correction. In the event of such objection, such correction shall not be made except by an amendment signed by both Collateral Agent and Borrower.

1 2 .6 Amendments in Wri t i n g; I nt e gr a ti o n . (a) No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, or any consent to any departure by Borrower or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the Required Lenders provided that:

(i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent;

(ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature;

(iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to any Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Term Loan (B) postpone the date fixed for, or waive, any payment of principal of any Term Loan or of interest on any Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “ Required L e nders ” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section 12.6 or the definitions of the terms used in this Section 12.6 insofar as the definitions affect the substance of this Section 12.6; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; or (I) amend any of the provisions of Section 12.10. It is hereby understood and agreed that all Lenders shall be deemed directly affected by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F), (G) and (H) of the preceding sentence;

(iv) the provisions of the foregoing clauses (i), (ii) and (iii) are subject to the provisions of any interlender or agency agreement among the Lenders and Collateral Agent pursuant to which any Lender may agree to give its consent in connection with any amendment, waiver or modification of the Loan Documents only in the event of the unanimous agreement of all Lenders.

(b) Other than as expressly provided for in Section 12.6(a)(i)-(iii), Collateral Agent may, if requested by the Required Lenders, from time to time designate covenants in this Agreement that are less restrictive by notification to a representative of Borrower.

(c) This Agreement and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents.

1 2 .7 Counte r parts. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Agreement.

1 2 .8 Surv i val. All covenants, representations and warranties made in this Agreement continue in full force and effect until this Agreement has terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been satisfied. The obligation of Borrower in Section 12.2 to indemnify each Lender and Collateral Agent, as well as the confidentiality provisions in Section 12.9 below, shall survive until the statute of limitations with respect to such claim or cause of action shall have run.

1 2 .9 Confidenti a lit y . In handling any confidential information of Borrower, the Lenders and Collateral Agent shall exercise the same degree of care that it exercises for their own proprietary information, but disclosure of information may be made: (a) subject to the terms and conditions of this Agreement, to the Lenders’ and Collateral Agent’s Subsidiaries or Affiliates, or in connection with a Lender’s own financing or securitization transactions and upon the occurrence of a default, event of default or similar occurrence with respect to such financing or securitization transaction; (b) to prospective transferees (other than those identified in (a) above) or purchasers of any interest in the Credit Extensions (provided, however, the Lenders and Collateral Agent shall, except upon the occurrence and during the continuation of an Event of Default, obtain such prospective transferee’s or purchaser’s agreement to the terms of this provision or to similar confidentiality terms); (c) as required by law, regulation, subpoena, or other order; (d) to Lenders’ or Collateral Agent’s regulators or as otherwise required in connection with an examination or audit; (e) as Collateral Agent reasonably considers appropriate in exercising remedies under the Loan Documents; and (f) to third party service providers of the Lenders and/or Collateral Agent so long as such service providers have executed a confidentiality agreement with the Lenders and Collateral Agent with terms no less restrictive than those contained herein. Confidential information does not include information that either: (i) is in the public domain or in the Lenders’ and/or Collateral Agent’s possession when disclosed to the Lenders and/or Collateral Agent, or becomes part of the public domain after disclosure to the Lenders and/or Collateral Agent (other than as a result of its disclosure by Collateral Agent or any Lender in violation of this Agreement); or (ii) is disclosed to the Lenders and/or Collateral Agent by a third party, if the Lenders and/or Collateral Agent does not know that the third party is prohibited from disclosing the information. Collateral Agent and the Lenders may use confidential information for any purpose, including, without limitation, for the development of client databases, reporting purposes, and market analysis, so long as Collateral Agent or the Lenders do not disclose Borrower’s identity or the identity of any person associated with Borrower unless otherwise expressly permitted by this Agreement. The provisions of the immediately preceding sentence shall survive the termination of this Agreement. The agreements provided under this Section 12.9 supersede all prior agreements, understanding, representations, warranties, and negotiations between the parties about the subject matter of this Section 12.9.

1 2 . 1 0 Rig h t o f S e t Of f . Borrower hereby grants to Collateral Agent and to each Lender, a lien, security interest and right of set off as security for all Obligations to Collateral Agent and each Lender hereunder, whether now existing or hereafter arising upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Collateral Agent or the Lenders or any entity under the control of Collateral Agent or the Lenders (including a Collateral Agent affiliate) or in transit to any of them. At any time after the occurrence and during the continuance of an Event of Default, without demand or notice, Collateral Agent or the Lenders may set off the same or any part thereof and apply the same to any liability or obligation of Borrower even though unmatured and regardless of the adequacy of any other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE COLLATERAL AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

1 2 . 1 1 Coope r ation of Bor r ower. If necessary, Borrower agrees to (i) execute any documents (including new Secured Promissory Notes) reasonably required to effectuate and acknowledge each assignment of a Term Loan Commitment or Loan to an assignee in accordance with Section 12.1, (ii) make Borrower’s management available upon reasonable prior notice and at times and places reasonably acceptable to the Borrower to meet with Collateral Agent and prospective participants and assignees of Term Loan Commitments or Credit Extensions (which meetings shall be conducted no more often than twice every twelve months unless an Event of Default has occurred and is continuing), and (iii) assist Collateral Agent or the Lenders in the preparation of information relating to the financial affairs of Borrower as any prospective participant or assignee of a Term Loan Commitment or Term Loan reasonably may request. Subject to the provisions of Section 12.9, Borrower authorizes each Lender to disclose to any prospective participant or assignee of a Term Loan Commitment, any and all information in such Lender’s possession concerning Borrower and its financial affairs which has been delivered to such Lender by or on behalf of Borrower pursuant to this Agreement, or which has been delivered to such Lender by or on behalf of Borrower in connection with such Lender’s credit evaluation of Borrower prior to entering into this Agreement.

1 3 . DEFI N ITI ON S

1 3 .1 Definit i on s . As used in this Agreement, the following terms have the following meanings: “ Account ” is any “account” as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower.

“ Account Debto r ” is any “account debtor” as defined in the Code with such additions to such term as may hereafter be made.

“ Affili a te ” of any Person is a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Person’s senior executive officers, directors, partners and, for any Person that is a limited liability company, that Person’s managers and members.

“ Agre e men t ” is defined in the preamble hereof.

“ A m orti z a t i o n D a te ” is, (i) December 1, 2016, if the Equity Event does not occur or (ii) June 1, 2017, if the Equity Event does occur.

“ Annual Projection s ” is defined in Section 6.2(a).

“ Ant i -Terror i sm Laws ” are any laws relating to terrorism or money laundering, including Executive Order No. 13224 (effective September 24, 2001), the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by OFAC.

“ App r oved F und ” is any (i) investment company, fund, trust, securitization vehicle or conduit that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business or (ii) any Person (other than a natural person) which temporarily warehouses loans for any Lender or any entity described in the preceding clause (i) and that, with respect to each of the preceding clauses (i) and (ii), is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) a Person (other than a natural person) or an Affiliate of a Person (other than a natural person) that administers or manages a Lender.

“ App r oved L e nder ” is defined in Section 12.1.

“ B a sic Rate ” is, as determined by Collateral Agent, the per annum rate of interest (based on a year of three hundred sixty (360) days) equal to the sum of (i) Seven and six hundredths percent (7.06%) and (ii) the greater of (a) the thirty (30) day U.S. Dollar LIBOR rate reported in the Wall Street J o urnal on the date occurring on the last Business Day of the month that immediately precedes the month in which the interest will accrue, and (b) nineteen hundredths percent (0.19%).

“ Blocked Per s on ” is any Person: (a) listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (c) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224, or (e) a Person that is named a “specially designated national” or “blocked person” on the most current list published by OFAC or other similar list.

“ Borrower ” is defined in the preamble hereof.

“ Borrower’s Books ” are Borrower’s or any of its Subsidiaries’ books and records including ledgers, federal, and state tax returns, records regarding Borrower’s or its Subsidiaries’ assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information.

“ Business Da y ” is any day that is not a Saturday, Sunday or a day on which Collateral Agent is closed.

“ C a sh Equivalents ” are (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc., and (c) certificates of deposit maturing no more than one (1) year after issue provided that the account in which any such certificate of deposit is maintained is subject to a Control Agreement in favor of Collateral Agent. For the avoidance of doubt, the direct purchase by Borrower or any of its Subsidiaries of any Auction Rate Securities, or purchasing participations in, or entering into any type of swap or other derivative transaction, or otherwise holding or engaging in any ownership interest in any type of Auction Rate Security by Borrower or any of its Subsidiaries shall be conclusively determined by the Lenders as an ineligible Cash Equivalent, and any such transaction shall expressly violate each other provision of this Agreement governing Permitted Investments. Notwithstanding the foregoing, Cash Equivalents does not include and Borrower, and each of its Subsidiaries, are prohibited from purchasing, purchasing participations in, entering into any type of swap or other equivalent derivative transaction, or otherwise holding or engaging in any ownership interest in any type of debt instrument, including, without limitation, any corporate or municipal bonds with a long-term nominal maturity for which the interest rate is reset through a dutch auction and more commonly referred to as an auction rate security (each, an “ Au c tion Rate Securit y ”).

“ Claims ” are defined in Section 12.2.

“ C o de ” is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of California; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Collateral Agent’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of California, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions.

“ C o llater a l ” is any and all properties, rights and assets of Borrower described on E x hi b it A.

“ C o llater a l Acc o unt ” is any Deposit Account, Securities Account, or Commodity Account, or any other bank account maintained by Borrower or any Subsidiary at any time, other than Excluded Accounts.

“ C o llater a l A g en t ” is, Oxford, not in its individual capacity, but solely in its capacity as agent on behalf of and for the benefit of the Lenders.

“ Comerica L e tter of Credi t ” is the letter of credit issued by Comerica Bank for the benefit of Borrower as a security deposit for the Borrower’s location at 731 Market Street, Suite 420, San Francisco, California 94103, and any replacements, extensions, amendments and other modifications thereto.

“ Commitment Percentage ” is set forth in S che d u le 1 . 1, as amended from time to time.

“ Commodity Accoun t ” is any “commodity account” as defined in the Code with such additions to such term as may hereafter be made.

“ Communi c a tion ” is defined in Section 10.

“ Compli a nce Certific a t e ” is that certain certificate in the form attached hereto as Exh i bit C.

“ Contin g ent Obli g ation ” is, for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse by that Person, or for which that Person is directly or indirectly liable; (b) any obligations for undrawn letters of credit for the account of that Person; and (c) all obligations from any interest rate, currency or commodity swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; but “Contingent Obligation” does not include endorsements in the ordinary course of business. The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liability for it determined by the Person in good faith; but the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement.

“ Cont r o l Ag r eemen t ” is any control agreement entered into among the depository institution at which Borrower or any of its Subsidiaries maintains a Deposit Account or the securities intermediary or commodity intermediary at which Borrower or any of its Subsidiaries maintains a Securities Account or a Commodity Account, Borrower and such Subsidiary, and Collateral Agent pursuant to which Collateral Agent obtains control (within the meaning of the Code) for the benefit of the Lenders over such Deposit Account, Securities Account, or Commodity Account.

“ C o pyr i g h ts ” are any and all copyright rights, copyright applications, copyright registrations and like protections in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret.

“ Credit E x tensi o n ” is any Term Loan or any other extension of credit by Collateral Agent or Lenders for Borrower’s benefit.

“ De f a ul t Ra t e ” is defined in Section 2.3(b).

“ De p o sit Ac co unt ” is any “deposit account” as defined in the Code with such additions to such term as may hereafter be made.

“ Desi g n a ted De p o sit Acc o unt ” is the Deposit Account designated by the Borrower as the Designated Deposit Account in writing to the Collateral Agent.

“ Disburs e ment Lette r ” is that certain form attached hereto as Exhibit B.

“ D o ll a rs , ” “ d o ll a r s ” and “$” each mean lawful money of the United States.

“ Effect i v e Date ” is defined in the preamble of this Agreement.

“ Eli g ible Assi g nee ” is (i) a Lender, (ii) an Affiliate of a Lender, (iii) an Approved Fund and (iv) any commercial bank, savings and loan association or savings bank or any other entity which is an “accredited investor” (as defined in Regulation D under the Securities Act of 1933, as amended) and which extends credit or buys loans as one of its businesses, including insurance companies, mutual funds, lease financing companies and commercial finance companies, in each case, which either (A) has a rating of BBB or higher from Standard & Poor’s Rating Group and a rating of Baa2 or higher from Moody’s Investors Service, Inc. at the date that it becomes a Lender or (B) has total assets in excess of Five Billion Dollars ($5,000,000,000.00), and in each case of clauses (i) through (iv), which, through its applicable lending office, is capable of lending to Borrower without the imposition of any withholding or similar taxes; provided that notwithstanding the foregoing, “Eligible Assignee” shall not include, unless an Event of Default has occurred and is continuing, (i) Borrower or any of Borrower’s Affiliates or Subsidiaries or (ii) a direct competitor of Borrower or a vulture hedge fund, each as determined by Collateral Agent. Notwithstanding the foregoing, (x) in connection with assignments by a Lender due to a forced divestiture at the request of any regulatory agency, the restrictions set forth herein shall not apply and Eligible Assignee shall mean any Person or party and (y) in connection with a Lender’s own financing or securitization transactions, the restrictions set forth herein shall not apply and Eligible Assignee shall mean any Person or party providing such financing or formed to undertake such securitization transaction and any transferee of such Person or party upon the occurrence of a default, event of default or similar occurrence with respect to such financing or securitization transaction; provided that no such sale, transfer, pledge or assignment under this clause (y) shall release such Lender from any of its obligations hereunder or substitute any such Person or party for such Lender as a party hereto until Collateral Agent shall have received and accepted an effective assignment agreement from such Person or party in form satisfactory to Collateral Agent executed, delivered and fully completed by the applicable parties thereto, and shall have received such other information regarding such Eligible Assignee as Collateral Agent reasonably shall require.

“ Equipme n t ” is all “equipment” as defined in the Code with such additions to such term as may hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing.

“ Equity Ev e n t ” is the receipt by Borrower on or after the Effective Date of unrestricted net cash proceeds of not less than Forty Million Dollars ($40,000,000.00) from the issuance and sale by Borrower of its equity securities, on or before March 31, 2016 and the receipt of evidence thereof by Collateral Agent on or before such date, which evidence must be reasonably acceptable to Collateral Agent.

“ ERISA ” is the Employee Retirement Income Security Act of 1974, as amended, and its regulations.

“ E v ent of Def a ul t ” is defined in Section 8.

“ Excluded A c cou n t s ” means any (a) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (b) that certain certificate of deposit (or any replacement thereof) held with Comerica Bank and identified to Collateral Agent by Borrower in the Perfection Certificates securing the Comerica Letter of Credit.

“ Final Paym e n t ” is a payment (in addition to and not a substitution for the regular monthly payments of principal plus accrued interest) due on the earliest to occur of (a) the Maturity Date, or (b) the acceleration of any Term Loan, or (c) the prepayment of a Term Loan pursuant to Section 2.2(c) or (d), equal to the original principal amount of such Term Loan multiplied by the Final Payment Percentage, payable to Lenders in accordance with their respective Pro Rata Shares.

“ Final P a ym e nt Perc e ntag e ” is Four and twenty-five hundredths percent (4.25%).

“ Fore i gn Subsidiar y ” is a Subsidiary that is not an entity organized under the laws of the United States or any territory thereof.

“ Fundi n g Date ” is any date on which a Credit Extension is made to or on account of Borrower which shall be a Business Day.

“ GAAP ” is generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other Person as may be approved by a significant segment of the accounting profession in the United States, which are applicable to the circumstances as of the date of determination.

“ Gener a l Intan g ibles ” are all “general intangibles” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation, all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, any patents, trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not, any trade secret rights, including any rights to unpatented inventions, payment intangibles, royalties, contract rights, goodwill, franchise agreements, purchase orders, customer lists, route lists, telephone numbers, domain names, claims, income and other tax refunds, security and other deposits, options to purchase or sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation key man, property damage, and business interruption insurance), payments of insurance and rights to payment of any kind.

“ G o vernm e n t al App ro val ” is any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

“ Governm e ntal Author i t y ” is any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization.

“ Gua r a nt o r ” is any Person providing a Guaranty in favor of Collateral Agent.

“ Gua r a nt y ” is any guarantee of all or any part of the Obligations, as the same may from time to time be amended, restated, modified or otherwise supplemented.

“ Inde b tedne ss ” is (a) indebtedness for borrowed money or the deferred price of property or services, such as reimbursement and other obligations for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease obligations, and (d) Contingent Obligations.

“ Indemn i fied Person ” is defined in Section 12.2.

“ Inso l v en c y Proceedin g ” is any proceeding by or against any Person under the United States Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.

“ Inso l v e n t ” means not Solvent.

“ Intellectual Prope r ty ” means all of Borrower’s or any Subsidiary’s right, title and interest in and to the following:

(a) its Copyrights, Trademarks and Patents;

(b) any and all trade secrets and trade secret rights, including, without limitation, any rights to unpatented inventions, know-how, operating manuals;

(d) any and all design rights which may be available to Borrower;

(e) any and all claims for damages by way of past, present and future infringement of any of the foregoing, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the Intellectual Property rights identified above; and

(f) all amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents.

“ Inve nt or y ” is all “inventory” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out of any Person’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above.

“ Inve s tmen t ” is any beneficial ownership interest in any Person (including stock, partnership interest or other securities), and any loan, advance, payment or capital contribution to any Person.

“ Key Per s o n ” is each of Borrower’s (i) Chief Executive Officer, who is Rick Orr as of the Effective Date, (ii) Chief Financial Officer, which position is vacant as of the Effective Date and (iii) Chief Scientific Officer, who is Julien Mamet as of the Effective Date.

“ Lender ” is any one of the Lenders.

“ Lenders ” are the Persons identified on S ch edule 1 . 1 hereto and each assignee that becomes a party to this Agreement pursuant to Section 12.1.

“ Lenders’ Expense s ” are all audit fees and expenses, costs, and expenses (including reasonable attorneys’ fees and expenses, as well as appraisal fees, fees incurred on account of lien searches, inspection fees, and filing fees) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred by Collateral Agent and/or the Lenders in connection with the Loan Documents.

“ Lien ” is a claim, mortgage, deed of trust, levy, charge, pledge, security interest, or other encumbrance of any kind, whether voluntarily incurred or arising by operation of law or otherwise against any property.

“ Loan Document s ” are, collectively, this Agreement, the Warrants, the Perfection Certificates, each Compliance Certificate, each Disbursement Letter, any subordination agreements, any note, or notes or guaranties executed by Borrower or any other Person, and any other present or future agreement entered into by Borrower, any Guarantor or any other Person for the benefit of the Lenders and Collateral Agent in connection with this Agreement; all as amended, restated, or otherwise modified.

“ Mater i al Adverse Change ” is (a) a material impairment in the perfection or priority of Collateral Agent’s Lien in the Collateral or in the value of such Collateral; (b) a material adverse change in the business, operations or condition (financial or otherwise) of Borrower or of Borrower and its Subsidiaries, taken as whole; or (c) a material impairment of the prospect of repayment of any portion of the Obligations.

“ M a turi t y D a te ” is, for each Term Loan, is November 1, 2019.

“ Monthly Re p o rti n g Dat e ” is the date following any month of Borrower on which financial statements are required to be delivered pursuant to Section 6.2(a)(i) of this Agreement.

“ Obli g ations ” are all of Borrower’s obligations to pay when due any debts, principal, interest, Lenders’ Expenses, the Prepayment Fee, the Final Payment, and other amounts Borrower owes the Lenders now or later, in connection with, related to, following, or arising from, out of or under, this Agreement or, the other Loan Documents (other than the Warrants), or otherwise, and including interest accruing after Insolvency Proceedings begin (whether or not allowed) and debts, liabilities, or obligations of Borrower assigned to the Lenders and/or Collateral Agent, and the performance of Borrower’s duties under the Loan Documents (other than the Warrants).

“ OFA C ” is the U.S. Department of Treasury Office of Foreign Assets Control.

“ OFAC Lists ” are, collectively, the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) and/or any other list of terrorists or other restricted Persons maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Executive Orders.

“ Operating Docum e nts ” are, for any Person, such Person’s formation documents, as certified by the Secretary of State (or equivalent agency) of such Person’s jurisdiction of organization on a date that is no earlier than thirty (30) days prior to the Effective Date, and, (a) if such Person is a corporation, its bylaws in current form, (b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all current amendments or modifications thereto.

“ Pat e nts ” means all patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same.

“ Payment Date ” is the first (1st) calendar day of each calendar month, commencing on January 1, 2016. “ Perfect i o n Certificate ” and “ Perfe c tion Certificates ” is defined in Section 5.1.

“ Permitted Indebtednes s ” is:

(a) Borrower’s Indebtedness to the Lenders and Collateral Agent under this Agreement and the other Loan Documents;

(b) Indebtedness existing on the Effective Date and disclosed on the Perfection Certificate(s);

(d) unsecured Indebtedness to trade creditors incurred in the ordinary course of business;

(e) Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by Borrower or any of its Subsidiaries to finance the acquisition, repair, improvement or construction of fixed or capital assets of such person, provided that (i) the aggregate outstanding principal amount of all such Indebtedness does not exceed One Hundred Thousand Dollars ($100,000.00) at any time and (ii) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made);

(f) Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of Borrower’s business; and

(g) Unsecured Indebtedness in an aggregate principal amount not to exceed $250,000;

(h) Indebtedness in connection with the Comerica Letter of Credit, not to exceed $27,580; and

(i) extensions, refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness (a) through (e), (g) and (h) above, provided that the principal amount thereof is not increased or the terms thereof are not modified to impose materially more burdensome terms upon Borrower, or its Subsidiary, as the case may be.

“ Permitted Investment s ” are:

(a) Investments disclosed on the Perfection Certificate(s) and existing on the Effective Date;

(b) (i) Investments consisting of cash and Cash Equivalents, and (ii) any Investments permitted by Borrower’s investment policy, as amended from time to time, provided that such investment policy (and any such amendment thereto) has been approved in writing by Collateral Agent;

(c) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of Borrower;

(d) Investments consisting of Deposit Accounts;

(e) Investments in connection with Transfers permitted by Section 7.1;

(f) Investments consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Borrower or its Subsidiaries pursuant to employee stock purchase plans or agreements approved by Borrower’s Board of Directors; not to exceed One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate for (i) and (ii) in any fiscal year;

(g) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business;

(h) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business; provided that this paragraph (h) shall not apply to Investments of Borrower in any Subsidiary; and

(i) non-cash Investments in joint ventures or strategic alliances in the ordinary course of Borrower’s business consisting of the non-exclusive licensing of technology, the development of technology or the providing of technical support; and

(j) other Investments not to exceed $150,000 in the aggregate at any time.

“ Permitted License s ” are (A) licenses of over-the-counter software that is commercially available to the public, and (B) non-exclusive and exclusive licenses for the use of the Intellectual Property of Borrower or any of its Subsidiaries entered into in the ordinary course of business, pro v i d ed, that, with respect to each such license described in clause (B), (i) no Event of Default has occurred or is continuing at the time of such license; (ii) the license constitutes an arms-length transaction, the terms of which, on their face, do not provide for a sale or assignment of any Intellectual Property and do not restrict the ability of Borrower or any of its Subsidiaries, as applicable, to pledge, grant a security interest in or lien on, or assign or otherwise Transfer any Intellectual Property; (iii) in the case of any exclusive license, (x) Borrower delivers ten (10) days’ prior written notice and a brief summary of the terms of the proposed license to Collateral Agent and the Lenders and delivers to Collateral Agent and the Lenders copies of the final executed licensing documents in connection with the exclusive license promptly upon consummation thereof and (y) any such license could not result in a legal transfer of title of the licensed property but may be exclusive in respects other than territory and may be exclusive as to territory only as to discrete geographical areas outside of the United States; and (iv) all upfront payments, royalties, milestone payments or other proceeds arising from the licensing agreement that are payable to Borrower or any of its Subsidiaries are paid to a Deposit Account that is governed by a Control Agreement.

“ Permitted Lien s ” are:

(a) Liens existing on the Effective Date and disclosed on the Perfection Certificates or arising under this Agreement and the other Loan Documents;

(b) Liens for taxes, fees, assessments or other government charges or levies, either (i) not due and payable or (ii) being contested in good faith and for which Borrower maintains adequate reserves on its Books, provided that no notice of any such Lien has been filed or recorded under the Internal Revenue Code of 1986, as amended, and the Treasury Regulations adopted thereunder (and it being understood that such Liens are permitted to have priority to Collateral Agent’s Liens in such property secured by this clause (b));

(c) Liens securing Indebtedness permitted under clause (e) of the definition of “ P ermitted Inde b tedne s s ,” provided that (i) such liens exist prior to the acquisition of, or attach substantially simultaneous with, or within twenty (20) days after the, acquisition, lease, repair, improvement or construction of, such property financed or leased by such Indebtedness and (ii) such liens do not extend to any property of Borrower other than the property (and proceeds thereof) acquired, leased or built, or the improvements or repairs, financed by such Indebtedness (and it being understood that such Liens are permitted to have priority to Collateral Agent’s Liens in such property secured by this clause (c));

(d) Liens of carriers, warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business so long as such Liens attach only to Inventory, securing liabilities in the aggregate amount not to exceed One Hundred Thousand Dollars ($100,000.00), and which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto;

(e) Liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations incurred in the ordinary course of business (other than Liens imposed by ERISA);

(f) Liens incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (a) through (c) but any extension, renewal or replacement Lien (i) must be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness may not increase unless otherwise permitted by the definition of Permitted Indebtedness and (ii) may not have priority to Collateral Agent’s Lien in such property unless such existing Lien was permitted by the terms of this Agreement to have priority to Collateral Agent’s Lien;

(g) leases or subleases of real property granted in the ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and sublicenses do not prohibit granting Collateral Agent or any Lender a security interest therein;

(h) banker’s liens, rights of setoff and Liens in favor of financial institutions incurred in the ordinary course of business arising in connection with Borrower’s deposit accounts or securities accounts held at such institutions solely to secure payment of fees and similar costs and expenses and provided such accounts are maintained in compliance with Section 6.6(b) hereof;

(i) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 8.4 or 8.7;

(j) Liens consisting of Permitted Licenses;

(k) easements, reservations, rights-of-way, restrictions, minor defects or irregularities in title and other similar Liens affecting real property not interfering in any material respect with the ordinary course of the business of Borrower;

(l) deposits to secure the performance of bids, trade contracts (other than for borrowed money), contracts for the purchase of property permitted hereunder, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case, incurred in the ordinary course of business not representing an obligation for borrowed money in an amount not to exceed One Hundred Thousand Dollars ($100,000) outstanding at any time; and

(m) deposits to secure the performance of leases incurred in the ordinary course of business and not representing an obligation for borrowed money so long as each such deposit: (1) is made at the commencement of a lease or its renewal when there is no underlying default under such lease, and (2) is in amount not exceeding $100,000.

“ Person ” is any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency.

“ Prepaym e nt Fee ” is, with respect to any Term Loan subject to prepayment prior to the Maturity Date, whether by mandatory or voluntary prepayment, acceleration or otherwise, an additional fee payable to the Lenders in amount equal to:

(i) for a prepayment made on or after the Funding Date of such Term Loan through and including the first anniversary of the Funding Date of such Term Loan, three percent (3.00%) of the principal amount of such Term Loan prepaid; provided, however, if the prepayment is in connection with the acquisition of the Company by a third party on or before the six-month anniversary of the Effective Date, then the applicable Prepayment Fee will be one percent (1.00%) of the principal amount of such Term Loan prepaid;

(ii) for a prepayment made after the date which is after the first anniversary of the Funding Date of such Term Loan through and including the second anniversary of the Funding Date of such Term Loan, two percent (2.00%) of the principal amount of the Term Loans prepaid; and

(iii) for a prepayment made after the second anniversary of the Funding Date of such Term Loan and prior to the Maturity Date, one percent (1.00%) of the principal amount of the Term Loans prepaid.

“ Pro R a t a S h are ” is, as of any date of determination, with respect to each Lender, a percentage (expressed as a decimal, rounded to the ninth decimal place) determined by dividing the outstanding principal amount of Term Loans held by such Lender by the aggregate outstanding principal amount of all Term Loans.

“ Regi s tered Organi z a tion ” is any “registered organization” as defined in the Code with such additions to such term as may hereafter be made.

“ Required L e nders ” means (i) for so long as all of the Persons that are Lenders on the Effective Date (each an “ Or i g inal Lende r ”) have not assigned or transferred any of their interests in their Term Loan, Lenders holding one hundred percent (100%) of the aggregate outstanding principal balance of the Term Loan, or (ii) at any time from and after any Original Lender has assigned or transferred any interest in its Term Loan, Lenders holding at least sixty six percent (66%) of the aggregate outstanding principal balance of the Term Loan and, in respect of this clause (ii), (A) each Original Lender that has not assigned or transferred any portion of its Term Loan, (B) each assignee or transferee of an Original Lender’s interest in the Term Loan, but only to the extent that such assignee or transferee is an Affiliate or Approved Fund of such Original Lender, and (C) any Person providing financing to any Person described in clauses (A) and (B) above; provided, however, that this clause (C) shall only apply upon the occurrence of a default, event of default or similar occurrence with respect to such financing.

“ Requirem e nt of La w ” is as to any Person, the organizational or governing documents of such Person, and any law (statutory or common), treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Responsible Officer ” is any of the President, Chief Executive Officer, or Chief Financial Officer of Borrower acting alone.

“ Second Draw Perio d ” is the period commencing on December 1, 2015 and ending on the earlier of (i) January 31, 2016 and (ii) the occurrence of an Event of Default; provided, however, that the Second Draw Period shall not commence if on December 1, 2015, an Event of Default has occurred and is continuing.

“ Secured Promisso r y Not e ” is defined in Section 2.4.

“ Secured Promisso r y Note Reco rd ” is a record maintained by each Lender with respect to the outstanding Obligations owed by Borrower to Lender and credits made thereto.

“ Securities A c count ” is any “securities account” as defined in the Code with such additions to such term as may hereafter be made.

“ Solv e nt ” is, with respect to any Person: the fair salable value of such Person’s consolidated assets (including goodwill minus disposition costs) exceeds the fair value of such Person’s liabilities; such Person is not left with unreasonably small capital after the transactions in this Agreement; and such Person is able to pay its debts (including trade debts) as they mature.

“ Su b ordi n a t e d De b t ” is indebtedness incurred by Borrower or any of its Subsidiaries subordinated to all Indebtedness of Borrower and/or its Subsidiaries to the Lenders (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Collateral Agent and the Lenders entered into between Collateral Agent, Borrower, and/or any of its Subsidiaries, and the other creditor), on terms acceptable to Collateral Agent and the Lenders.

“ Subsidiar y ” is, with respect to any Person, any Person of which more than fifty percent (50%) of the voting stock or other equity interests (in the case of Persons other than corporations) is owned or controlled, directly or indirectly, by such Person or through one or more intermediaries.

“ Term Loa n ” is defined in Section 2.2(a)(iii) hereof.

“ Term A L oan ” is defined in Section 2.2(a)(i) hereof.

“ Term B Loan ” is defined in Section 2.2(a)(ii) hereof.

“ Term C L oan ” is defined in Section 2.2(a)(iii) hereof.

“ Term Loan Co m mitmen t ” is, for any Lender, the obligation of such Lender to make a Term Loan, up to the principal amount shown on Sc h e d u le 1 . 1 . “ Term Loan Commit m ent s ” means the aggregate amount of such commitments of all Lenders.

“ Third Draw Period ” is the period commencing on the date of the occurrence of the Equity Event and ending on the earlier of (i) March 31, 2016, (ii) the date that is thirty (30) days immediately following the date of the occurrence of the Equity Event and (iii) the occurrence of an Event of Default; provided, however, that the Second Draw Period shall not commence if on the date of the occurrence of the Equity Event an Event of Default has occurred and is continuing.

“ Trade m ark s ” means any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks.

“ Tr a nsfer ” is defined in Section 7.1.

“ War r a n ts ” are those certain Warrants to Purchase Stock dated as of the Effective Date, or any date thereafter, issued by Borrower in favor of each Lender or such Lender’s Affiliates.

[ B a lance o f P ag e Intentionally Left Bl a nk ]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.

BORROWER:

ADYNXX, INC.


By:	/s/ Rick Orr
Name:	Rick Orr
Title:	Chief Executive Officer


COLLATERAL AGENT AND LENDER:

OXFORD FINANCE LLC


By:
Name:
Title:

[ Signature Page to Loan and Security Agreement ]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.

BORROWER:

ADYNXX, INC.


By:
Name:
Title:


COLLATERAL AGENT AND LENDER:

OXFORD FINANCE LLC


By:	/s/ Hans S. Houser
Name:	Hans S. Houser
Title:	Chief Credit Officer & Sr. Vice President

[ Signature Page to Loan and Security Agreement ]

SCH E DULE 1 . 1

Lenders and Co m mitments

Term A L o ans

Lender	Term Loan Commitm e nt	Co m mitment Percentage
OXFORD FINANCE LLC	$3,000,000.00	100.00%
TOT AL	$ 3,00 0 , 0 0 0 .00	1 0 0 .0 0 %

Term B Loans

Lender	Term Loan Commitm e nt	Co m mitment Percentage
OXFORD FINANCE LLC	$2,000,000.00	100.00%
TOT AL	$ 2,00 0 , 0 0 0 .00	1 0 0 .0 0 %

Term C L o ans

Lender	Term Loan Commitm e nt	Co m mitment Percentage
OXFORD FINANCE LLC	$5,000,000.00	100.00%
TOT AL	$ 5,00 0 , 0 0 0 .00	1 0 0 .0 0 %

Aggr e g ate (all Term Loan s )

Lender	Term Loan Commitm e nt	Co m mitment Percentage
OXFORD FINANCE LLC	$10,000,000.00	100.00%
TOT AL	$ 1 0 ,0 0 0,00 0 .00	1 0 0 .0 0 %

E X HIBIT A

Descript i o n of Collate r a l

The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property:

All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as noted below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts and other Collateral Accounts, all certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and

All Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.

Notwithstanding the foregoing, the Collateral does not include (i) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Collateral Agent’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property; (ii) more than 65% of the total combined voting power of all classes of stock entitled to vote the shares of capital stock (the “Shares”) of any Foreign Subsidiary, if Borrower demonstrates to Collateral Agent’s reasonable satisfaction that a pledge of more than sixty five percent (65%) of the Shares of such Subsidiary creates a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code; (iii) any license or contract, in each case if the granting of a Lien in such license or contract is prohibited by or would constitute a default under the agreement governing such license or contract (but (A) only to the extent such prohibition is enforceable under applicable law and (B) other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-408 or 9-409 (or any other Section) of Division 9 of the Code); provided that upon the termination, lapsing or expiration of any such prohibition, such license or contract, as applicable, shall automatically be subject to the security interest granted in favor of Collateral Agent hereunder and become part of the “Collateral”; and (iv) any Excluded Accounts.

Pursuant to the terms of a certain negative pledge arrangement with Collateral Agent and the Lenders, Borrower has agreed not to encumber any of its Intellectual Property.

E X HIBIT B

Form of Disbursement Letter

[see attached]

DIS B URSEMENT LETTER

[DATE]

The undersigned, being the duly elected and acting of ADYNXX, INC., a Delaware corporation with offices located at 731 Market Street, Suite 420, San Francisco, California 94103 (“ Borrower ”), does hereby certify to O X FO R D FIN A NC E LL C (“ Oxford ” and “ L e nder ”), as collateral agent (the “ C o ll a ter a l Ag e nt ”) in connection with that certain Loan and Security Agreement dated as of [_], 2015, by and among Borrower, Collateral Agent and the Lenders from time to time party thereto (the “ L o an Ag r eemen t ”; with other capitalized terms used below having the meanings ascribed thereto in the Loan Agreement) that:

1. The representations and warranties made by Borrower in Section 5 of the Loan Agreement and in the other Loan Documents are true and correct in all material respects as of the date hereof; provided, however, that such materiality qualifier is not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date are true, accurate and complete in all material respects as of such date.

2. No event or condition has occurred that would constitute an Event of Default under the Loan Agreement or any other Loan Document.

3. Borrower is in compliance with the covenants and requirements contained in Sections 4, 6 and 7 of the Loan Agreement.

4. All conditions referred to in Section 3 of the Loan Agreement to the making of the Loan to be made on or about the date hereof have been satisfied or waived by Collateral Agent.

5. No Material Adverse Change has occurred.

6. The undersigned is a Responsible Officer.

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7. The proceeds of the Term [A][B][C] Loan shall be disbursed as follows:

8. The [initial][Term Loan][Term A Loan][Term B Loan][Term C Loan] shall amortize in accordance with the Amortization Table attached hereto.

9. The aggregate net proceeds of the Term Loans shall be transferred to the Designated Deposit Account as follows:

Account Name:	[BORROWER]
Bank Name:	[ ]
Bank Address:	[ ]
Account Number:
ABA Number:	[ ]

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* Legal fees and costs are through the Effective Date. Post-closing legal fees and costs, payable after the Effective Date, to be invoiced and paid post-closing.

Dated as of the date first set forth above.

BORROWER:

ADYNXX, INC.


By:
Name:
Title:


COLLATERAL AGENT AND LENDER:

OXFORD FINANCE LLC


By:
Name:
Title:

[ Sig n ature Pa ge to Di s b ur se ment Lette r ]

AMORTI Z A TION T AB L E

(Term [A][B][C] Loan)

[see attached]

E X HIBIT C

C o mpli a nce Certificate

TO: OXFORD FINANCE LLC, as Collateral Agent and Lender

FROM: ADYNXX, INC.

The undersigned authorized officer (“ Officer ”) of ADYNXX, INC. (“ Bor r ower ”), hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement by and among Borrower, Collateral Agent, and the Lenders from time to time party thereto (the “ Loan Agreement ;” capitalized terms used but not otherwise defined herein shall have the meanings given them in the Loan Agreement),

(a) Borrower is in complete compliance for the period ending with all required covenants except as noted below;

(b) There are no Events of Default, except as noted below;

(c) Except as noted below, all representations and warranties of Borrower stated in the Loan Documents are true and correct in all material respects on this date and for the period described in (a), above; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date.

(d) Borrower, and each of Borrower’s Subsidiaries, has timely filed all required tax returns and reports, Borrower, and each of Borrower’s Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower, or Subsidiary, except as otherwise permitted pursuant to the terms of Section 5.8 of the Loan Agreement;

(e) No Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Collateral Agent and the Lenders.

Attached are the required documents, if any, supporting our certification(s). The Officer, on behalf of Borrower, further certifies that the attached financial statements are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes and except, in the case of unaudited financial statements, for the absence of footnotes and subject to year-end audit adjustments as to the interim financial statements.

Please indicate compliance status s i nce the last Compliance Ce r tif i cate by circling Yes, N o , o r N/A u nder “C o m plies ” c o lumn.

	Reporting Covenant	Requ i rem e nt	Actual	Complies

1 )	Financial statements	Monthly within 30 days		Yes	No	N/A

2 )	Annual (CPA Audited) statements	Within [ ] after FYE		Yes	No	N/A

3 )	Annual Financial Projections/Budget (prepared on a monthly basis)	Annually (within 30 days of FYE), and when revised		Yes	No	N/A

4 )	A/R & A/P agings	If applicable		Yes	No	N/A

5 )	8-K, 10-K and 10-Q Filings	If applicable, within 5 days of filing		Yes	No	N/A

6 )	Compliance Certificate	Monthly within 30 days		Yes	No	N/A

7)	Total amount of Borrower’s cash and cash equivalents at the last day of the measurement period		$	Yes	No	N/A

8)	Total amount of Borrower’s Subsidiaries’ cash and cash equivalents at the last day of the measurement period		$	Yes	No	N/A

Deposit and Securities Ac co unts

(Ple a se list a ll a ccounts; a ttach se pa r a te sheet if ad d iti o n a l s pa ce nee d e d )

	Institution Name	Account Nu m ber	New Acc o unt?		Acco un t Co n trol Agr e ement i n p lace?

1)			Yes	No	Yes	No

2)			Yes	No	Yes	No

3)			Yes	No	Yes	No

4)			Yes	No	Yes	No

Othe r M a tters

1)	Have there been any changes in management since the last Compliance Certificate?	Yes	No

2)	Have there been any transfers/sales/disposals/retirement of Collateral or IP prohibited by the Loan Agreement?	Yes	No

3)	Have there been any new or pending claims or causes of action against Borrower that involve more than One Hundred Fifty Thousand Dollars ($150,000.00)?	Yes	No

4)	Have there been any material amendments to the capitalization table of Borrower or any amendments to the Operating Documents of Borrower or any of its Subsidiaries? If yes, provide copies of any such amendments or changes with this Compliance Certificate.	Yes	No

5)	Are there any other updates to the existing Perfection Certificates necessary to cause the information set forth in such Perfection Certificates to be true and correct in all material respects? If yes, provide a statement below of any such updates, amendments or changes with this Compliance Certificate.	Yes	No

Except i ons

Please explain any exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions.” Attach separate sheet if additional space needed.)

ADYNXX, INC.

By:
Name:
Title:

Date:

LE NDER US E O N LY

Received by:			Date:

Verified by:			Date:

Compliance Status:	Yes	No

E X HIBIT D

Form of Se cu red P r omisso r y Note

[see attached]

SEC U R E D P R O MIS S O R Y NOTE

(Term [A][B] Loan)

$	Dated: [DATE]

FOR VALUE RECEIVED, the undersigned, ADYNXX, INC., a Delaware corporation with offices located at 731 Market Street, Suite 420, San Francisco, California 94103 (“ B o r r ower ”) HEREBY PROMISES TO PAY to the order of OXFORD FINANCE LLC (“ L ender ”) the principal amount of [ ] MILLION DOLLARS ($ ) or such lesser amount as shall equal the outstanding principal balance of the Term [A][B][C] Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of such Term [A][B] Loan, at the rates and in accordance with the terms of the Loan and Security Agreement dated [_], 2015 by [C] and among Borrower, Lender, Oxford Finance LLC, as Collateral Agent, and the other Lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “ Loan Ag r eement ”). If not sooner paid, the entire principal amount and all accrued and unpaid interest hereunder shall be due and payable on the Maturity Date as set forth in the Loan Agreement. Any capitalized term not otherwise defined herein shall have the meaning attributed to such term in the Loan Agreement.

Principal, interest and all other amounts due with respect to the Term [A][B][C] Loan, are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement and this Secured Promissory Note (this “ N o te ”). The principal amount of this Note and the interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note.

The Loan Agreement, among other things, (a) provides for the making of a secured Term [A][B][C] Loan by Lender to Borrower, and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events.

This Note may not be prepaid except as set forth in Section 2.2 (c) and Section 2.2(d) of the Loan Agreement.

This Note and the obligation of Borrower to repay the unpaid principal amount of the Term [A][B][C] Loan, interest on the Term [A][B][C] Loan and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement.

Presentment for payment, demand, notice of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived.

Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by Lender in the enforcement or attempt to enforce any of Borrower’s obligations hereunder not performed when due.

This Note shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of California.

The ownership of an interest in this Note shall be registered on a record of ownership maintained by Lender or its agent. Notwithstanding anything else in this Note to the contrary, the right to the principal of, and stated interest on, this Note may be transferred only if the transfer is made in accordance with the provisions of the Loan Agreement, is registered on such record of ownership and the transferee is identified as the owner of an interest in the obligation. Borrower shall be entitled to treat the registered holder of this Note (as recorded on such record of ownership) as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in this Note on the part of any other person or entity.

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IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed by one of its officers thereunto duly authorized on the date hereof.

	BORROW E R :

	ADYNXX, INC.


	By
	Name:
	Title:

Term [A][ B ][ C ] L o a n Se c ur e d P r omis s o ry Note

LOAN INTEREST RATE AND PAYM E NTS O F P R I NC I PAL

Date

Principal

Amount

Interest Rate

Scheduled

Payment Amount

Notation By

FO R M OF C OR P O R ATE BOR R OW IN G C E RTIF IC ATE

B OR R O W E R :	ADYNXX, INC.	D ATE : [DATE]
L ENDER :	OXFORD FINANCE LLC, as Collateral Agent and Lender

I hereby certify as follows, as of the date set forth above:

1. I am the Secretary, Assistant Secretary or other officer of Borrower. My title is as set forth below.

2. Borrower’s exact legal name is set forth above. Borrower is a Delaware corporation existing under the laws of the State of Delaware.

3. Attached hereto as E x hibit A and Ex hib i t B , respectively, are true, correct and complete copies of (i) Borrower’s Articles/Certificate of Incorporation (including amendments), as filed with the Secretary of State of the state in which Borrower is incorporated as set forth in paragraph 2 above; and (ii) Borrower’s Bylaws. Neither such Articles/Certificate of Incorporation nor such Bylaws have been amended, annulled, rescinded, revoked or supplemented, and such Articles/Certificate of Incorporation and such Bylaws remain in full force and effect as of the date hereof.

4. Attached hereto as Exhibit C are true, correct and complete copies of the resolutions duly and validly adopted by Borrower’s Board of Directors at a duly held meeting of such directors (or pursuant to a unanimous written consent or other authorized corporate action). Such resolutions are in full force and effect as of the date hereof and have not been in any way modified, repealed, rescinded, amended or revoked, and the Lenders may rely on them until each Lender receives written notice of revocation from Borrower.

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5. The following officers or employees of Borrower, whose names, titles and signatures are below, are now duly elected and qualified officers of Borrower, holding the offices indicated next to the names below on the date hereof, and the signatures appearing opposite the names of the officers below are their true and genuine signatures, and each of such officers is duly authorized to execute and deliver on behalf of Borrower, the Loan Agreement and the other Loan Documents to be issued pursuant thereto:

Na m e	Title	Signa t u re	Authorized to Add or Remove Signa t o ries

			☐

			☐

			☐

			☐

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IN WITNESS WHEREOF, the undersigned hereunder subscribes his name effective as of the date first written above.

	B y :

	Na m e :

	Title:

I, [___________], the [____________] of the Borrower, hereby certify that [___________] is the duly elected and qualified [______________] of the Borrower and that his true and genuine signature is set forth above.

	B y :

	Na m e :

	Title:

[ Sig n ature Pa ge to C o rp o r ate B o r r owing C ertificat e ]

E X HIBIT A

Articles/Ce r tificate of I nco rp o r at i o n (including a m en d ment s )

[see attached]

E X HIBIT B

B y l a ws

[see attached]

D EBTOR :

A DYN X X , IN C.

SEC U R E D P AR T Y:

O X F O R D FI N AN CE LLC,

as Col l ate r al Ag e nt

E X HIBIT A TO UCC F I NANCING S T ATEM E NT

Descript i o n of Collate r a l

The Collateral consists of all of Debtor’s right, title and interest in and to the following personal property:

All Debtor’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.

Notwithstanding the foregoing, the Collateral does not include (i) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Collateral Agent’s security interest in such Accounts and such other property of Debtor that are proceeds of the Intellectual Property; and (ii) more than 65% of the total combined voting power of all classes of stock entitled to vote the shares of capital stock (the “Shares”) of any Foreign Subsidiary, if Debtor demonstrates to Collateral Agent’s reasonable satisfaction that a pledge of more than sixty five percent (65%) of the Shares of such Subsidiary creates a present and existing adverse tax consequence to Debtor under the U.S. Internal Revenue Code; (iii) any license or contract, in each case if the granting of a Lien in such license or contract is prohibited by or would constitute a default under the agreement governing such license or contract (but (A) only to the extent such prohibition is enforceable under applicable law and (B) other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-408 or 9-409 (or any other Section) of Division 9 of the Code); provided that upon the termination, lapsing or expiration of any such prohibition, such license or contract, as applicable, shall automatically be subject to the security interest granted in favor of Collateral Agent hereunder and become part of the “Collateral”; and (iv) any Excluded Accounts.

Pursuant to the terms of a certain negative pledge arrangement with Collateral Agent and the Lenders, Debtor has agreed not to encumber any of its Intellectual Property.

Capitalized terms used but not defined herein have the meanings ascribed in the Uniform Commercial Code in effect in the State of California as in effect from time to time (the “Code”) or, if not defined in the Code, then in the Loan and Security Agreement by and between Debtor, Secured Party and the other Lenders party thereto (as modified, amended and/or restated from time to time).

FIRST A M E N D MENT TO LO A N A N D SEC U RI T Y A GREEM E NT

THIS FIRST AMENDMENT to Loan and Security Agreement (this “ Amendmen t ”) is entered into as of April 28, 2016 (the “ Amendment Dat e ”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “ C o ll a ter a l A g en t ”), the Lenders listed on Schedule 1.1 to the Loan Agreement (as defined below) or otherwise a party thereto from time to time including Oxford in its capacity as a Lender (each a “ L e nder ” and collectively, the “ Lender s ”), and ADYNXX, INC., a Delaware corporation with an office at 731 Market Street, Suite 420, San Francisco, California 94103 (“ Borrower ”).

WHEREAS, Collateral Agent, Borrower and Lenders have entered into that certain Loan and Security Agreement, dated as of November 24, 2015 (as amended, supplemented or otherwise modified from time to time, the “ Loan Ag r eement ”) pursuant to which Lenders have provided to Borrower certain loans in accordance with the terms and conditions thereof; and

WHEREAS, Borrower, Lenders and Collateral Agent desire to amend certain provisions of the Loan Agreement as provided herein and subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower, Lenders and Collateral Agent hereby agree as follows:

Capitalized terms used herein but not otherwise defined shall have the respective meanings given to them in the Loan Agreement.

Section 13.1 of the Loan Agreement is hereby amended by amending and restating the following definition therein as follows:

““ Excluded Accounts ” means any (a) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (b) that certain certificate of deposit with account number X-XXX-XXX-530-45 held with Comerica Bank securing the Comerica Letter of Credit so long as the balance therein does not exceed $55,000 at any given time.”

Section 13.1 of the Loan Agreement is hereby amended by amending and restating clause (h) of the definition of “Permitted Indebtedness” therein as follows:

“(h) Indebtedness in connection with the Comerica Letter of Credit, not to exceed $54,885; and”

Section 13.1 of the Loan Agreement is hereby amended by amending the definition of “Permitted Lien” therein as follows:

the word “and” at the end of clause (l) of the definition of “Permitted Lien” is hereby deleted;

the “.” at the end of clause (m) of the definition of “Permitted Lien” is hereby replaced by “; and”;

the following clause (n) is added to the definition of “Permitted Lien”:

“(n) Lien on Borrower’s certificate of deposit with account number X-XXX-XXX-530-45 held with Comerica Bank securing Permitted Indebtedness in connection with the Comerica Letter of Credit, not to exceed $54,885.”

Limitation of Amendment.

The amendments set forth in Sections 2 through 4 above are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right, remedy or obligation which Lenders or Borrower may now have or may have in the future under or in connection with any Loan Document, as amended hereby.

This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect.

To induce Collateral Agent and Lenders to enter into this Amendment, Borrower hereby represents and warrants to Collateral Agent and Lenders as follows:

Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;

Borrower has the power and due authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;

The organizational documents of Borrower delivered to Collateral Agent on the Effective Date, and updated pursuant to subsequent deliveries by or on behalf of the Borrower to the Collateral Agent, remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not contravene (i) any material law or regulation binding on or affecting Borrower, (ii) any material contractual restriction with a Person binding on Borrower, (iii) any material order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (iv) the organizational documents of Borrower;

The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made; and

This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.

Except as expressly set forth herein, the Loan Agreement shall continue in full force and effect without alteration or amendment. This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements.

This Amendment shall be deemed effective as of the Amendment Date upon (a) the due execution and delivery to Collateral Agent of this Amendment by each party hereto, (b) Borrower’s payment of all Lenders’ Expenses incurred through the date hereof, which may be debited (or ACH’d) from the Designated Deposit Account in accordance with Section 2.3(d) of the Loan Agreement and (c) delivery of evidence to Collateral Agent that the Borrower’s certificate of deposit with account number XXXX00C has been terminated, which evidence must be reasonably acceptable to Collateral Agent.

This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.

10.

This Amendment and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of California.

[ B a lance o f P ag e Intentionally Left Bl a nk ]

IN WITNESS WHEREO F , the parties hereto have caused this First Amendment to the Loan Agreement to be executed as of the date first set forth above.

BORROWER:

ADYNXX, INC.


By:	/s/ Rick Orr
Name:	Rick Orr
Title:	Chief Executive Officer

COLLATERAL AGENT AND LENDER:

OXFORD FINANCE LLC


By:
Name:
Title:

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to the Loan Agreement to be executed as of the date first set forth above.

BORROWER:

ADYNXX, INC.


By:
Name:	Rick Orr
Title:	Chief Executive Officer

COLLATERAL AGENT AND LENDER:

OXFORD FINANCE LLC


By:	/s/ Mark Davis
Name:	Mark Davis
Title:	Vice President - Finance, Secretary & Treasurer

I N WITNESS WHEREO F , the parties hereto have caused this Second Amendment to the Loan Agreement to be executed as of the date first set forth above.

BORROWER:

ADYNXX, INC.


By:	/s/ Rick Orr
Name:	Rick Orr
Title:	CEO

COLLATERAL AGENT AND LENDER:

OXFORD FINANCE LLC


By:
Name:
Title:

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to the Loan Agreement to be executed as of the date first set forth above.

BORROWER:

ADYNXX, INC.


By:
Name:
Title:

COLLATERAL AGENT AND LENDER:

OXFORD FINANCE LLC


By:	/s/ Mark Davis
Name:	Mark Davis
Title:	Vice President - Finance, Secretary & Treasurer

Exhibit A

Amortization Table

(Term A Loan)

[see attached]

THI R D AM E N D MENT TO LO A N A N D SEC U RI T Y A GREEM E NT

THIS THIRD AMENDMENT to Loan and Security Agreement (this “ Amendmen t ”) is entered into as of March 30, 2018 (the “ Amendment Dat e ”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “ C o ll a ter a l A g en t ”), the Lenders listed on Schedule 1.1 to the Loan Agreement (as defined below) or otherwise a party thereto from time to time including Oxford in its capacity as a Lender (each a “ L e nder ” and collectively, the “ Lender s ”), and ADYNXX, INC., a Delaware corporation with an office at 100 Pine Street, #500, San Francisco, CA 94111 (“ Bor r ower ”).

WHEREAS, Borrower, Lenders and Collateral Agent desire to amend certain provisions of the Loan Agreement and the Disbursement Letters entered into pursuant to the Loan Agreement as provided herein and subject to the terms and conditions set forth herein;

Capitalized terms used herein but not otherwise defined shall have the respective meanings given to them in the Loan Agreement.

Section 2.2(b) of the Loan Agreement is hereby amended and restated in its entirety as follows:

(b) Repa y m ent . Borrower shall make monthly payments of interest only commencing on the first (1st) Payment Date following the Funding Date of each Term Loan, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date immediately preceding the Amortization Date. Borrower agrees to pay, on the Funding Date of each Term Loan, any initial partial monthly interest payment otherwise due for the period between the Funding Date of such Term Loan and the first Payment Date thereof. On each of December 1, 2016 and January 1, 2017, in addition to making the aforementioned interest payments, Borrower shall also make (i) a payment of $83,333.33 with respect to the Term A Loan, which shall be deemed to be a partial payment of the principal amount of the Term A Loan, and (ii) a payment of $55,555.56 with respect to the Term B Loan, which shall be deemed to be a partial payment of the principal amount of the Term B Loan. On each of January 1, 2018, February 1, 2018 and March 1, 2018, in addition to making the aforementioned interest payments, Borrower shall also make (i) a payment of $123,188.41 with respect to the Term A Loan, which shall be deemed to be a partial payment of the principal amount of the Term A Loan, and (ii) a payment of $82,125.60 with respect to the Term B Loan, which shall be deemed to be a partial payment of the principal amount of the Term B Loan. Commencing on the Amortization Date, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive monthly payments of equal amounts of principal, and the applicable interest, in arrears, to each Lender, as calculated by Collateral Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the amount of such Lender’s Term Loan, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to (A) twenty (20) months if the First Bridge Financing Event does not occur, (B) fifteen (15) months if the First Bridge Financing Event occurs but the Second Bridge Financing Event does not occur and (C) thirteen (13) months if the First Bridge Financing Event occurs and the Second Bridge Financing Event occurs. All unpaid principal and accrued and unpaid interest with respect to each Term Loan is due and payable in full on the Maturity Date. Each Term Loan may only be prepaid in accordance with Sections 2.2(c) and 2.2(d).

Section 2.5 of the Loan Agreement is hereby amended by deleting the word “and” immediately following Section 2.5(e), replacing “;” at the end of Section 2.5(f) with “; and” and adding Section 2.5(g) thereto as follows:

(g) Thi r d A m end m ent Fee. A fully earned and non-refundable third amendment fee in the amount of Two Hundred Thousand Dollars ($200,000.00), which shall become due and payable upon the earlier of: (i) the Maturity Date, (ii) the acceleration of any Term Loan, or (iii) the prepayment of a Term Loan pursuant to Section 2.2(c) or (d).

Section 13.1 of the Loan Agreement is hereby amended by adding the following definitions thereto in alphabetical order:

“ First Bridge Financi n g E v e nt ” is the receipt by Borrower on or after March 1, 2018 and prior to March 31, 2018 of unrestricted net cash proceeds of not less than One Million Five Hundred Thousand Dollars ($1,500,000.00) from the issuance and sale by Borrower of its unsecured Subordinated Debt to TPG Capital or one or more Affiliates thereof and/or to Domain Associates or one or more Affiliates thereof.

“ Second Bridge Financing Even t ” is the receipt by Borrower on or after April 1, 2018 and prior to August 31, 2018 of unrestricted net cash proceeds of not less than One Million Five Hundred Thousand Dollars ($1,500,000.00) from the issuance and sale by Borrower of its unsecured Subordinated Debt to TPG Capital or one or more Affiliates thereof and/or to Domain Associates or one or more Affiliates thereof.

Section 13.1 of the Loan Agreement is hereby amended by amending and restating the following definitions therein as follows:

“ A m orti z a ti o n D a t e ” means (i) April 1, 2018, if the First Bridge Financing Event does not occur, (ii) September 1, 2018, if the First Bridge Financing Event occurs but the Second Bridge Financing Event does not occur and (iii) November 1, 2018, if both the First Bridge Financing Event occurs and the Second Bridge Financing Event occurs.

The Amortization Table attached to the Disbursement Letter entered into on Effective Date in connection with the Term A Loans is hereby amended and restated in its entirety as set forth on Ex h i b it A hereto.

The Amortization Table attached to the Disbursement Letter entered into on January 29, 2016 in connection with the Term B Loans is hereby amended and restated in its entirety as set forth on Ex h i b it B hereto.

Limitation of Amendment.

The amendments set forth in Sections 2 through 7 above are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right, remedy or obligation which Lenders or Borrower may now have or may have in the future under or in connection with any Loan Document, as amended hereby.

To induce Collateral Agent and Lenders to enter into this Amendment, Borrower hereby represents and warrants to Collateral Agent and Lenders as follows:

Borrower has the power and due authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;

10.

11.

This Amendment shall be deemed effective as of the Amendment Date upon (a) the due execution and delivery to Collateral Agent of this Amendment by each party hereto and (b) Borrower’s payment of all Lenders’ Expenses incurred through the date hereof, which may be debited (or ACH’d) from the Designated Deposit Account in accordance with Section 2.3(d) of the Loan Agreement.

12.

This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.

13.

This Amendment and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of California.

[ B a lance o f P ag e Intentionally Left Bl a nk ]

IN WI T N ESS WHEREO F , the parties hereto have caused this Third Amendment to the Loan Agreement to be executed as of the date first set forth above.

BORROWER:

ADYNXX, INC.


By:	/s/ Rick Orr
Name:	Rick Orr
Title:	President and Chief Executive Officer

COLLATERAL AGENT AND LENDER:

OXFORD FINANCE LLC


By:
Name:
Title:

IN W IT N E S S WH E R EOF , the parties hereto have caused this Third Amendment to the Loan Agreement to be executed as of the date first set forth above.

BORROWER:

ADYNXX, INC.


By:
Name:	Rick Orr
Title:	President and Chief Executive Officer

COLLATERAL AGENT AND LENDER:

OXFORD FINANCE LLC


By:	/s/ Colette Featherly
Name:	Colette Featherly
Title:	Senior Vice President

Exhibit A

Amortization Table

(Term A Loan)

[see attached]

Exhibit B

Amortization Table

(Term B Loan)

[see attached]

FOU R T H A M END M E NT T O LO AN A ND SECU R IT Y A G R EE M E NT

THIS FOURTH AMENDMENT to Loan and Security Agreement (this “ Amendmen t ”) is entered into as of September 28, 2018 (the “ Amendment Date ”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “ C o llateral A g en t ”), the Lenders listed on Schedule 1.1 to the Loan Agreement (as defined below) or otherwise a party thereto from time to time including Oxford in its capacity as a Lender (each a “ Lender ” and collectively, the “ Lenders ”), and ADYNXX, INC., a Delaware corporation with an office at 100 Pine Street, #500, San Francisco, CA 94111 (“ B o rrower ”).

Capitalized terms used herein but not otherwise defined shall have the respective meanings given to them in the Loan Agreement.

Borrower hereby reaffirms the security interest granted by Borrower previously in Section 4.1 of the Loan Agreement with respect to the Collateral (prior to the date hereof) and hereby grants Collateral Agent, effective upon the occurrence of the IP Lien Event, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Collateral Agent, for the ratable benefit of the Lenders, such part of the Collateral (as defined upon the occurrence of the IP Lien Event) that was not pledged previously or in which security interest was not granted prior to the IP Lien Event, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. The parties agree that upon the occurrence of the IP Lien Event, the security interest granted in the Intellectual Property of Borrower shall constitute a first priority security in in the Intellectual Property. Furthermore, Borrower hereby authorizes Collateral Agent, upon the occurrence of the IP Lien Event, to file financing statements or take any other action required to perfect Collateral Agent’s security interests in the Collateral, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Collateral Agent’s interest or rights under the Loan Documents, including a notice that any disposition of the Collateral, except to the extent permitted by the terms of this Amendment, by Borrower, or any other Person, shall be deemed to violate the rights of Collateral Agent under the Code.

Section 2.2(b) of the Loan Agreement is hereby amended and restated in its entirety as follows:

(b) Repa y m ent . Borrower shall make monthly payments of interest only commencing on the first (1st) Payment Date following the Funding Date of each Term Loan, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date immediately preceding the Amortization Date. Borrower agrees to pay, on the Funding Date of each Term Loan, any initial partial monthly interest payment otherwise due for the period between the Funding Date of such Term Loan and the first Payment Date thereof. On each of December 1, 2016 and January 1, 2017, in addition to making the aforementioned interest payments, Borrower shall also make (i) a payment of $83,333.33 with respect to the Term A Loan, which shall be deemed to be a partial payment of the principal amount of the Term A Loan, and (ii) a payment of $55,555.56 with respect to the Term B Loan, which shall be deemed to be a partial payment of the principal amount of the Term B Loan. On each of January 1, 2018, February 1, 2018 and March 1, 2018, in addition to making the aforementioned interest payments, Borrower shall also make (i) a payment of $123,188.41 with respect to the Term A Loan, which shall be deemed to be a partial payment of the principal amount of the Term A Loan, and (ii) a payment of $82,125.60 with respect to the Term B Loan, which shall be deemed to be a partial payment of the principal amount of the Term B Loan. On September 1, 2018, in addition to making the aforementioned interest payments, Borrower shall also make (i) a payment of $164,251.21 with respect to the Term A Loan, which shall be deemed to be a partial payment of the principal amount of the Term A Loan, and (ii) a payment of $109,500.81 with respect to the Term B Loan, which shall be deemed to be a partial payment of the principal amount of the Term B Loan. Commencing on the Amortization Date, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive monthly payments of equal amounts of principal, and the applicable interest, in arrears, to each Lender, as calculated by Collateral Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the amount of such Lender’s Term Loan, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to (A) fourteen (14) months if the Domain Financing Event does not occur, (C) thirteen (13) months if the Domain Financing Event occurs and the Alliqua Merger Agreement Event does not occur and (D) eleven (11) months if the Domain Financing Event occurs and the Alliqua Merger Agreement Event occurs. All unpaid principal and accrued and unpaid interest with respect to each Term Loan is due and payable in full on the Maturity Date. Each Term Loan may only be prepaid in accordance with Sections 2.2(c) and 2.2(d).

Section 2.5 of the Loan Agreement is hereby amended by deleting the word “and” immediately following Section 2.5(f), replacing “;” at the end of Section 2.5(g) with “; and” and adding Section 2.5(h) thereto as follows:

(h) F o ur t h A m en dm ent Fee. A fully earned and non-refundable fourth amendment fee in the amount of Twenty Five Thousand Dollars ($25,000.00), which shall become due and payable upon the earlier of: (i) the Maturity Date, (ii) the acceleration of any Term Loan, or (iii) the prepayment of a Term Loan pursuant to Section 2.2(c) or (d).

Effective upon the occurrence of the IP Lien Event, Section 5.2(d) of the Loan Agreement is hereby amended and restated as follows:

Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. (i) Each of Borrower’s and its Subsidiaries’ Copyrights, Trademarks and issued Patents are valid and enforceable and no part of Borrower’s or its Subsidiaries’ Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (ii) to the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property or any practice by Borrower or its Subsidiaries violates the rights of any third party except to the extent such claim could not reasonably be expected to have a Material Adverse Change. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter software that is commercially available to the public).

Effective upon the occurrence of the IP Lien Event, Section 6.2(a)(vii) of the Loan Agreement is hereby amended and restated in its entirety as follows:

prompt notice of (A) any material change in the composition of the Intellectual Property, (B) the registration of any copyright, including any subsequent ownership right of Borrower or any of its Subsidiaries in or to any copyright, patent or trademark, including a copy of any such registration (provided that notice of any new patent or trademark with the next-due Compliance Certificate shall be deemed sufficient notice under this provision, and notice in accordance with the terms of Section 6.7 with respect to any new copyrights shall be deemed sufficient notice under this provision), and (C) any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property;

Effective upon the occurrence of the IP Lien Event, Section 6.7 of the Loan Agreement is hereby amended and restated in its entirety as follows:

Borrower and each of its Subsidiaries shall: (a) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to Borrower’s business; (b) promptly advise Collateral Agent in writing of material infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Collateral Agent’s prior written consent. If Borrower or any of its Subsidiaries (i) obtains any patent, registered trademark or servicemark, registered copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any patent or the registration of any trademark or servicemark, then Borrower or such Subsidiary shall provide written notice thereof to Collateral Agent and each Lender with the next- due Compliance Certificate and shall execute such intellectual property security agreements and other documents and take such other actions as Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Collateral Agent, for the ratable benefit of the Lenders, in such property. If Borrower or any of its Subsidiaries decides to register any copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide Collateral Agent and each Lender with at least fifteen (15) days prior written notice of Borrower’s or such Subsidiary’s intent to register such copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Collateral Agent, for the ratable benefit of the Lenders, in the copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the copyright or mask work application(s) with the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Collateral Agent and each Lender with evidence of the recording of the intellectual property security agreement as to which Collateral Agent requests recording for Collateral Agent to perfect and maintain a first priority perfected security interest in such property.

Section 13.1 of the Loan Agreement is hereby amended by adding the following definitions thereto in alphabetical order:

“ 2 018 Fin a nc i ng E v ent ” is the receipt by Borrower on or after the Fourth Amendment Date and on or before the Alliqua Merger Deadline, of unrestricted gross cash proceeds of not less than Ten Million Dollars ($10,000,000.00), which must be in addition to any proceeds received from the Domain Financing Event, but which shall include any proceeds received in accordance with the part (i) of the Deadline Extension Event, from the issuance and sale by Borrower of its unsecured convertible Subordinated Debt and/or equity securities.

“ Alliqua ” means Alliqua BioMedical, Inc., a Delaware corporation.

“ Alliqua Mer g e r ” means the acquisition of Borrower by Alliqua, on such terms and conditions as are explicitly consented to by the Collateral Agent and Lenders in their discretion, pursuant to a reverse triangular merger in which the shareholders of Borrower will, after consummation of the merger, hold a majority of the outstanding shares of Alliqua.

“ Alliqua Me r g er Agre e ment Ev e n t ” means the entry into a merger agreement by Borrower and Alliqua, on or before October 31, 2018, which merger agreement provides for the Alliqua Merger and is in such form and substance as would not require the consent of the Required Lenders for Borrower’s entry thereinto under Section 7.3 of the Loan Agreement, provided that Collateral Agent hereby confirms receipt of notice of the Borrower’s intent to executed the foregoing merger agreement, as required pursuant to Section 7.3(iii).

“ Alliqua Mer g er Deadlin e ” is (i) December 31, 2018, if the Deadline Extension Event does not occur and (ii) January 31, 2018, if the Deadline Extension Event occurs.

“ Deadline Extensi o n E v ent ” is (i) the receipt by Borrower on or after the Fourth Amendment Date and on or before December 31, 2018, of unrestricted gross cash proceeds equal to or greater than One Million Dollars ($1,000,000.00), which must be in addition to any proceeds received from the Domain Financing Event, from the issuance and sale by Borrower of its unsecured convertible Subordinated Debt and/or equity securities and (ii) the determination by Collateral Agent on December 31, 2018 that Borrower and Alliqua are actively engaged in the consummation of the Alliqua Merger but the Alliqua Merger has not yet been consummated and that no Event of Default has occurred after the Fourth Amendment Date.

“ Domain Financing E v e n t ” is the receipt by Borrower on or after September 24, 2018 of unrestricted gross cash proceeds of not less than One Million Five Hundred Thousand Dollars ($1,500,000.00) from the issuance and sale by Borrower of its unsecured convertible Subordinated Debt and/or equity securities to Domain Associates or an Affiliate thereof.

“ Fou r th Am e ndme n t D a te ” is September 28, 2018.

“ IP Lien E v en t ” is (i) the Alliqua Merger not occurring on or before Alliqua Merger Deadline, a n d (ii) the 2018 Financing Event not occurring.

Section 13.1 of the Loan Agreement is hereby further amended by amending and restating the following definitions therein as follows:

10.

Section 13.1 of the Loan Agreement is hereby further amended by amending and restating the following definitions therein as follows, effective upon the occurrence of the IP Lien Event:

“ IP Agreem e n t ” is that certain Intellectual Property Security Agreement entered into by and between Borrower and Collateral Agent that becomes effective upon the occurrence of the IP Lien Event, as it may be amended from time to time.

11.

12.

13.

E x hibit A to the Loan Agreement is hereby amended and restated, effective upon the occurrence of the IP Lien Event, as set forth on Ex hibit C hereto.

14.

Borrower hereby represents and warrants that a complete and accurate list of its Intellectual Property as of the Fourth Amendment Date is attached hereto as Ex hibit D and hereby covenants to promptly update such list as and when requested by Collateral Agent.

15.

Borrower hereby authorizes Collateral Agent to file financing statements, amendments to financing statements or take any other action required to perfect Collateral Agent’s security interests in the Collateral (as such term has been amended pursuant to this Amendment) upon the occurrence of the IP Lien Event, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Collateral Agent’s interest or rights under the Loan Documents, including a notice that any disposition of the Collateral, except to the extent permitted by the terms of the Loan Documents, by Borrower, or any other Person, shall be deemed to violate the rights of Collateral Agent under the Code or other applicable law. Without limiting the scope of the foregoing, Borrower hereby authorizes Collateral Agent, upon the occurrence of the IP Lien Event, to date as of the date of the occurrence of the IP Lien Event, and file the IP Agreement (form of which is attached hereto as Ex h i b it E) in the appropriate jurisdictions in which Collateral Agent may in its sole discretion choose to file the IP Agreement.

16.

Limitation of Amendment.

The amendments set forth in Sections 2 through 13 above are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right, remedy or obligation which Lenders or Borrower may now have or may have in the future under or in connection with any Loan Document, as amended hereby.

Nothing herein is, or is meant to be construed as, a consent by Collateral Agent or any Lender to the Borrower’s entering into the merger agreement regarding the Alliqua Merger or the consummation of the Alliqua Merger.

17.

To induce Collateral Agent and Lenders to enter into this Amendment, Borrower hereby represents and warrants to Collateral Agent and Lenders as follows:

Borrower has the power and due authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;

18.

19.

20.

This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.

21.

This Amendment and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of California.

[ B a lance o f P ag e Intentionally Left Bl a nk ]

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to the Loan Agreement to be executed as of the date first set forth above.

BORROWER:

ADYNXX, INC.


By:	/s/ Rick Orr
Name:	Rick Orr
Title:	CEO

COLLATERAL AGENT AND LENDER:

OXFORD FINANCE LLC


By:
Name:
Title:

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to the Loan Agreement to be executed as of the date first set forth above.

BORROWER:

ADYNXX, INC.


By:
Name:
Title:

COLLATERAL AGENT AND LENDER:

OXFORD FINANCE LLC


By:	/s/ Colette Featherly
Name:	Colette Featherly
Title:	Senior Vice President

Exhibit A

Amortization Table

(Term A Loan)

[see attached]

Exhibit B

Amortization Table

(Term B Loan)

[see attached]

Exhibit C

The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property:

All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (including Intellectual Property), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts and other Collateral Accounts, all certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and

Notwithstanding the foregoing, the Collateral does not include (i) more than 65% of the total combined voting power of all classes of stock entitled to vote the shares of capital stock (the “Shares”) of any Foreign Subsidiary, if Borrower demonstrates to Collateral Agent’s reasonable satisfaction that a pledge of more than sixty five percent (65%) of the Shares of such Subsidiary creates a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code; (ii) any license or contract, in each case if the granting of a Lien in such license or contract is prohibited by or would constitute a default under the agreement governing such license or contract (but (A) only to the extent such prohibition is enforceable under applicable law and (B) other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-408 or 9-409 (or any other Section) of Division 9 of the Code); provided that upon the termination, lapsing or expiration of any such prohibition, such license or contract, as applicable, shall automatically be subject to the security interest granted in favor of Collateral Agent hereunder and become part of the “Collateral”; and (iii) any Excluded Accounts.

Pursuant to the terms of a certain negative pledge arrangement with Collateral Agent and the Lenders, Borrower has agreed not to encumber any of its Intellectual Property.

Exhibit D

Intellectual P r ope r ty

Please see attached

Exhibit E

IP Agreem e nt

Please see attached

FIFTH AM E N D MENT TO LO A N A N D SEC U RI T Y A GREEM E NT

THIS FIFTH AMENDMENT to Loan and Security Agreement (this “ Amendmen t ”) is entered into as of December 28, 2018 (the “ A m endment Dat e ”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “ C o llateral A g en t ”), the Lenders listed on Schedule 1.1 to the Loan Agreement (as defined below) or otherwise a party thereto from time to time including Oxford in its capacity as a Lender (each a “ Lender ” and collectively, the “ Lenders ”), and ADYNXX, INC., a Delaware corporation with an office at 100 Pine Street, #500, San Francisco, CA 94111 (“ B o rrower ”).

Capitalized terms used herein but not otherwise defined shall have the respective meanings given to them in the Loan Agreement.

Section 2.2(b) of the Loan Agreement is hereby amended and restated in its entirety as follows:

(b) Repay m ent. Borrower shall make monthly payments of interest only commencing on the first (1st) Payment Date following the Funding Date of each Term Loan, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date immediately preceding the Amortization Date. Borrower agrees to pay, on the Funding Date of each Term Loan, any initial partial monthly interest payment otherwise due for the period between the Funding Date of such Term Loan and the first Payment Date thereof. On each of December 1, 2016 and January 1, 2017, in addition to making the aforementioned interest payments, Borrower shall also make (i) a payment of $83,333.33 with respect to the Term A Loan, which shall be deemed to be a partial payment of the principal amount of the Term A Loan, and (ii) a payment of $55,555.56 with respect to the Term B Loan, which shall be deemed to be a partial payment of the principal amount of the Term B Loan. On each of January 1, 2018, February 1, 2018 and March 1, 2018, in addition to making the aforementioned interest payments, Borrower shall also make (i) a payment of $123,188.41 with respect to the Term A Loan, which shall be deemed to be a partial payment of the principal amount of the Term A Loan, and (ii) a payment of $82,125.60 with respect to the Term B Loan, which shall be deemed to be a partial payment of the principal amount of the Term B Loan. On September 1, 2018, in addition to making the aforementioned interest payments, Borrower shall also make (i) a payment of $164,251.21 with respect to the Term A Loan, which shall be deemed to be a partial payment of the principal amount of the Term A Loan, and (ii) a payment of $109,500.81 with respect to the Term B Loan, which shall be deemed to be a partial payment of the principal amount of the Term B Loan. Commencing on the Amortization Date, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive monthly payments of equal amounts of principal, and the applicable interest, in arrears, to each Lender, as calculated by Collateral Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the amount of such Lender’s Term Loan, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to (A) fourteen (14) months if the Domain Financing Event does not occur, (C) thirteen (13) months if the Domain Financing Event occurs and the Alliqua Merger Agreement Event does not occur, (D) eleven (11) months if the Domain Financing Event occurs and the Alliqua Merger Agreement Event occurs and the Domain December 2018 Financing Event does not occur and (E) ten (10) months if all of the Domain Financing Event, Alliqua Merger Agreement Event and Domain December 2018 Financing Event occur. All unpaid principal and accrued and unpaid interest with respect to each Term Loan is due and payable in full on the Maturity Date. Each Term Loan may only be prepaid in accordance with Sections 2.2(c) and 2.2(d).

Section 2.5 of the Loan Agreement is hereby amended by deleting the word “and” immediately following Section 2.5(g), replacing “;” at the end of Section 2.5(h) with “; and” and adding Section 2.5(i) thereto as follows:

(i) Fifth A m end m ent Fee. A fully earned and non-refundable fifth amendment fee in the amount of Thirty Five Thousand Dollars ($35,000.00), which shall become due and payable upon the earlier of: (i) the Maturity Date, (ii) the acceleration of any Term Loan, or (iii) the prepayment of a Term Loan pursuant to Section 2.2(c) or (d).

Section 13.1 of the Loan Agreement is hereby amended by adding the following definition thereto in alphabetical order:

“ Domain Dec e mber 2018 F i nancing E vent ” is the receipt by Borrower on or after December 1, 2018 and on or before December 31, 2018 of unrestricted gross cash proceeds of not less than One Million Dollars ($1,000,000.00) from the issuance and sale by Borrower of its unsecured convertible Subordinated Debt and/or equity securities to Domain Associates or an Affiliate thereof.

Section 13.1 of the Loan Agreement is hereby further amended by amending and restating the following definitions therein as follows:

“ A m orti z a ti o n D at e ” means (i) October 1, 2018, if the Domain Financing Event does not occur, (ii) November 1, 2018, if Domain Financing Event occurs and the Alliqua Merger Agreement Event does not occur, (iii) January 1, 2019, if the Domain Financing Event occurs and the Alliqua Merger Agreement Event occurs and the Domain December 2018 Financing Event does not occur and (iv) February 1, 2019, if all of the Domain Financing Event, Alliqua Merger Agreement Event and Domain December 2018 Financing Event occur.

Limitation of Amendment.

The amendments set forth above are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right, remedy or obligation which Lenders or Borrower may now have or may have in the future under or in connection with any Loan Document, as amended hereby.

To induce Collateral Agent and Lenders to enter into this Amendment, Borrower hereby represents and warrants to Collateral Agent and Lenders as follows:

Borrower has the power and due authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;

10.

11.

12.

This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.

13.

This Amendment and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of California.

[ B a lance o f P ag e Intentionally Left Bl a nk ]

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to the Loan Agreement to be executed as of the date first set forth above.

BORROWER:

ADYNXX, INC.


By:	/s/ Rick Orr
Name:	Rick Orr
Title:	CEO

COLLATERAL AGENT AND LENDER:

OXFORD FINANCE LLC


By:	/s/ Colette Featherly
Name:	Colette Featherly
Title:	Senior Vice President

Exhibit A

Amortization Table

(Term A Loan)

[see attached]

Exhibit B

Amortization Table

(Term B Loan)

[see attached]

S I X TH A M E N D MENT TO LO A N A N D SEC U RI T Y A GREEM E NT

THIS SIXTH AMENDMENT to Loan and Security Agreement (this “ Amendmen t ”) is entered into as of January 31, 2019 (the “ Amendment Date ”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “ C o ll a ter a l A g en t ”), the Lenders listed on Schedule 1.1 to the Loan Agreement (as defined below) or otherwise a party thereto from time to time including Oxford in its capacity as a Lender (each a “ L e nder ” and collectively, the “ Lender s ”), and ADYNXX, INC., a Delaware corporation with an office at 100 Pine Street, #500, San Francisco, CA 94111 (“ Bor r ower ”).

Capitalized terms used herein but not otherwise defined shall have the respective meanings given to them in the Loan Agreement.

Section 2.2(b) of the Loan Agreement is hereby amended and restated in its entirety as follows:

(b) Repay m ent. Borrower shall make monthly payments of interest only commencing on the first (1st) Payment Date following the Funding Date of each Term Loan, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date immediately preceding the Amortization Date. Borrower agrees to pay, on the Funding Date of each Term Loan, any initial partial monthly interest payment otherwise due for the period between the Funding Date of such Term Loan and the first Payment Date thereof. On each of December 1, 2016 and January 1, 2017, in addition to making the aforementioned interest payments, Borrower shall also make (i) a payment of $83,333.33 with respect to the Term A Loan, which shall be deemed to be a partial payment of the principal amount of the Term A Loan, and (ii) a payment of $55,555.56 with respect to the Term B Loan, which shall be deemed to be a partial payment of the principal amount of the Term B Loan. On each of January 1, 2018, February 1, 2018 and March 1, 2018, in addition to making the aforementioned interest payments, Borrower shall also make (i) a payment of $123,188.41 with respect to the Term A Loan, which shall be deemed to be a partial payment of the principal amount of the Term A Loan, and (ii) a payment of $82,125.60 with respect to the Term B Loan, which shall be deemed to be a partial payment of the principal amount of the Term B Loan. On September 1, 2018, in addition to making the aforementioned interest payments, Borrower shall also make (i) a payment of $164,251.21 with respect to the Term A Loan, which shall be deemed to be a partial payment of the principal amount of the Term A Loan, and (ii) a payment of $109,500.81 with respect to the Term B Loan, which shall be deemed to be a partial payment of the principal amount of the Term B Loan. Commencing on the Amortization Date, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive monthly payments of equal amounts of principal, and the applicable interest, in arrears, to each Lender, as calculated by Collateral Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the amount of such Lender’s Term Loan, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to eight (8) months. All unpaid principal and accrued and unpaid interest with respect to each Term Loan is due and payable in full on the Maturity Date. Each Term Loan may only be prepaid in accordance with Sections 2.2(c) and 2.2(d).

Section 2.5 of the Loan Agreement is hereby amended by deleting the word “and” immediately following Section 2.5(h), replacing “;” at the end of Section 2.5(i) with “; and” and adding Section 2.5(j) thereto as follows:

(i) Sixth A m end m ent Fee. A fully earned and non-refundable sixth amendment fee in the amount of Fifty Thousand Dollars ($50,000.00), which shall become due and payable upon the earlier of: (i) the Maturity Date, (ii) the acceleration of any Term Loan, or (iii) the prepayment of a Term Loan pursuant to Section 2.2(c) or (d).

Section 6.6 of the Loan Agreement is hereby amended by adding the following Section 6.6(d) thereto:

(d) Notwithstanding anything herein to the contrary, on or before February 8, 2019, Borrower shall deposit an amount of Two Hundred Thousand Dollars ($200,000.00) in a segregated Collateral Account that is subject to a blocked Control Agreement in favor of Collateral Agent (and which Control Agreement is in such form and substance as are satisfactory to Collateral Agent). Upon the earlier of consummation of the Alliqua Merger prior to the Alliqua Merger Deadline or the consummation of the 2018 Financing Event, the funds in such segregated account shall be released to Borrower but shall continue to be subject to the applicable provisions of this Agreement (including being maintained in Collateral Accounts subject to Sections 6.6(a), (b) and (c) of this Agreement).

A new Section 6.14 is hereby added to the Loan Agreement to read as follows:

6.14 Term She e t Delivery for 2018 Financing Even t . Borrower shall deliver to Collateral Agent on or before February 1, 2019, an executed term sheet between Borrower and Domain Associates or an Affiliate thereof, for the equity or unsecured Subordinated Debt financing of Borrower that would result in aggregate proceeds to Borrower of Twenty Million Dollars ($20,000,000), which term sheet must be in such form and substance as are acceptable to Collateral Agent, provided, however, that for the avoidance of doubt, (A) the required term sheet amount of Twenty Million Dollars ($20,000,000), and the required proceeds of the 2018 Financing Event (as defined in the Fourth Amendment), shall each include proceeds of the Domain December 2018 Financing Event (i.e., $1,500,000) for purposes of measurement; and (B) the required term sheet amount of Twenty Million Dollars ($20,000,000), shall not change the required proceeds of the 2018 Financing Event (as set forth and defined in the Fourth Amendment).

Section 8.2(a) of the Loan Agreement is hereby amended and restated as follows:

(a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.12 (Creation/Acquisition of Subsidiaries), 6.13 (Further Assurances) or 6.14 (Term Sheet Delivery for 2018 Financing Event) or Borrower violates any covenant in Section 7; or

Section 13.1 of the Loan Agreement is hereby amended by amending and restating the following definitions therein as follows:

“ Alliqua Mer g er Deadlin e ” is March 31, 2019.

“ A m orti z a ti o n D at e ” means April 1, 2019.

“ IP Lien Ev en t ” is (i) the Alliqua Merger not occurring on or before Alliqua Merger Deadline, (ii) the determination at any time by Collateral Agent in its sole discretion that the Alliqua Merger will not occur on or before the Alliqua Merger Deadline, a n d (iii) the 2018 Financing Event not occurring.

10.

Limitation of Amendment.

11.

To induce Collateral Agent and Lenders to enter into this Amendment, Borrower hereby represents and warrants to Collateral Agent and Lenders as follows:

Borrower has the power and due authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;

12.

13.

This Amendment shall be deemed effective as of the Amendment Date upon (a) the due execution and delivery to Collateral Agent of this Amendment by each party hereto, and (b) Borrower’s payment of all Lenders’ Expenses incurred through the date hereof, which may be debited (or ACH’d) from the Designated Deposit Account in accordance with Section 2.3(d) of the Loan Agreement.

14.

This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.

15.

This Amendment and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of California.

[ B a lance o f P ag e Intentionally Left Bl a nk ]

I N WITNESS WHEREO F , the parties hereto have caused this Sixth Amendment to the Loan Agreement to be executed as of the date first set forth above.

BORROWER:

ADYNXX, INC.


By:	/s/ Rick Orr
Name:	Rick Orr
Title:	CEO

COLLATERAL AGENT AND LENDER:

OXFORD FINANCE LLC


By:
Name:
Title:

IN W ITNE S S WH E REOF , the parties hereto have caused this Sixth Amendment to the Loan Agreement to be executed as of the date first set forth above.

BORROWER:

ADYNXX, INC.


By:
Name:
Title:

COLLATERAL AGENT AND LENDER:

OXFORD FINANCE LLC


By:	/s/ Colette Featherly
Name:	Colette Featherly
Title:	Senior Vice President

Exhibit A

Amortization Table

(Term A Loan)

[see attached]

Exhibit B

Amortization Table

(Term B Loan)

[see attached]

C O NS E NT A ND SE V E N T H A M E N DME NT T O L O AN AN D S EC URI T Y A GREE M E NT

THIS CONSENT AND SEVENTH AMENDMENT to Loan and Security Agreement (this “ Amend m en t ”) is entered into as of May 3, 2019 (the “ S e v e nth Am e ndm e nt Dat e ”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (in its individual capacity, “ O x f o r d ”; and in its capacity as Collateral Agent, “ C o llater a l A g ent ”), the Lenders listed on Schedule 1.1 thereof from time to time including Oxford in its capacity as a Lender (each a “ Lender ” and collectively, the “ Lenders ”), ADYNXX, INC., a Delaware corporation with an office at 100 Pine Street, #500, San Francisco, CA 94111, which will be re-named ADYNXX SUB, INC. effective immediately following consummation of the Merger (defined below) (“ Exi s ting Borrower ”), and ALLIQUA BIOMEDICAL, INC., a Delaware corporation with offices located at 100 Pine Street, #500, San Francisco, CA 94111, which will be re- named ADYNXX, INC., effective following consummation of the Merger (defined below) (“ New B o rrowe r ” and together with Existing Borrower, individually and collectively, jointly and severally, “ B o rrower ”).

WHEREAS, Collateral Agent, Existing Borrower and the Lenders party thereto from time to time have entered into that certain Loan and Security Agreement, dated as of November 24, 2015 (as amended, supplemented or otherwise modified from time to time, the “ Loan Agre e ment ”) pursuant to which the Lenders have provided to Borrower certain loans in accordance with the terms and conditions thereof; and

WHEREAS, New Borrower have entered into that certain Agreement and Plan of Merger and Reorganization, by and among Existing Borrower, EMBARK MERGER SUB, INC., a Delaware corporation (“ Me r g er Su b ”) and New Borrower dated as of October 11, 2018 in the form attached hereto as E xh i b it A (without any amendments to the terms thereof, “ Merger Agreemen t ”) pursuant to which, among other things, the Merger Sub will merge with and into Existing Borrower and Existing Borrower shall become a wholly owned subsidiary of New Borrower (the “ Me r g e r ”);

WHEREAS, Borrower, Lenders and Collateral Agent desire to amend certain provisions of the Loan Agreement as provided herein and subject to the terms and conditions set forth herein;

Definit i on s . Capitalized terms used herein but not otherwise defined shall have the respective meanings given to them in the Loan Agreement.

2 .

Joi n der.

New Bor r o we r . New Borrower hereby is added as a “Borrower” under the Loan Agreement. All references in the Agreement to “Borrower” shall hereafter mean and include the Existing Borrower and New Borrower individually and collectively, jointly and severally; and New Borrower shall hereafter have all rights, duties and obligations of “Borrower” thereunder.

Joinder to Loan Agre e ment. New Borrower hereby joins the Loan Agreement and each of the Loan Documents, and agrees to comply with and be bound by all of the terms, conditions and covenants of the Loan Agreement and Loan Documents, as if it were originally named a “Borrower” therein (effective as of the date of this Amendment). Without limiting the generality of the preceding sentence, New Borrower agrees that it will be jointly and severally liable, together with Existing Borrower, for the payment and performance of all obligations and liabilities of Borrower under the Loan Agreement, including, without limitation, the Obligations. Either Borrower may, acting singly, request Credit Extensions pursuant to the Loan Agreement. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting Credit Extensions pursuant to the Loan Agreement. Each Borrower hereunder shall be obligated to repay all Credit Extensions made pursuant to the Loan Agreement, regardless of which Borrower actually receives said Credit Extension, as if each Borrower hereunder directly received all Credit Extensions.

Sub r ogat i o n and Similar R i ghts. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and any Lender may each exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Amendment, the Loan Agreement, the Loan Documents or any related documents, until the Obligations have been indefeasibly paid in full in cash and at such time as each Lender’s obligation to make Credit Extensions has terminated, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and/or Lenders under this Amendment and the Loan Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Amendment, the Loan Agreement and the other Loan Documents, and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Amendment, the Loan Agreement or the other Loan Documents. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this section shall be null and void. If any payment is made to a Borrower in contravention of this section, such Borrower shall hold such payment in trust for Collateral Agent, for the ratable benefit of Lenders, and such payment shall be promptly delivered to Collateral Agent, for the ratable benefit of Lenders, for application to the Obligations, whether matured or unmatured.

Grant of Se c urity Interest. To secure the prompt payment and performance of all of the Obligations, New Borrower hereby grants to Collateral Agent, for the ratable benefit of Lenders, a continuing lien upon and security interest in all of New Borrower’s now existing or hereafter arising rights and interest in the Collateral, whether now owned or existing or hereafter created, acquired, or arising, and wherever located. New Borrower further covenants and agrees that by its execution hereof it shall provide all such information, complete all such forms, and take all such actions, and enter into all such agreements, in form and substance reasonably satisfactory to Collateral Agent and each Lender that are reasonably deemed necessary by Collateral Agent or any Lender in order to grant a valid, perfected first priority security interest to Collateral Agent, for the ratable benefit of Lenders, in the Collateral (subject to Permitted Liens). New Borrower hereby authorizes Collateral Agent to file financing statements, without notice to Borrower, with all appropriate jurisdictions covering the Collateral in order to perfect or protect Collateral Agent’s and/or any Lender’s interest or rights hereunder, including a notice that any disposition of the Collateral, except to the extent such disposition are permitted pursuant to the Loan Agreement, by either Borrower or any other Person, shall be deemed to violate the rights of Collateral Agent and each Lender under the Code. Without limiting the generality of the foregoing, New Borrower hereby grants and pledges to Collateral Agent, for the ratable benefit of the Lenders, to secure the prompt payment and performance of all of the Obligations, a perfected security interest in all of the issued and outstanding shares of capital stock of the Existing Borrower and shall deliver to Collateral Agent one or more original stock certificates, if certificated, representing such shares together with duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral Agent, when due in accordance with the terms of Section 14 of this Amendment.

Repres e ntat i ons and W a r r antie s . New Borrower hereby represents and warrants to Collateral Agent and each Lender that all representations and warranties in the Loan Documents made on the part of Existing Borrower are true and correct in all material respect on the date hereof (as updated by the Perfection Certificate delivered to Oxford on the Seventh Amendment Date), except with respect to representations and warranties that are as of a specified date, with respect to Existing Borrower and New Borrower, with the same force and effect as if New Borrower were named as “Borrower” in the Loan Documents in addition to Existing Borrower.

C o nse n t.

Collateral Agent and Oxford, which constitutes the Required Lenders, hereby consent to Existing Borrower, New Borrower and Merger Sub consummating the Merger on the date hereof, strictly in accordance with the terms of the Merger Agreement and, to the extent that any waivers and/or consents under the Loan Agreement or any other Loan Document, including, without limitations, Section 7.3 of the Loan Agreement, are required for Borrower to enter into the Merger Agreement, consummate the Merger, and for Borrower to perform their obligations under the Merger Agreement, Collateral Agent and Required Lenders hereby provide such waivers and consents.

Collateral Agent and the Required Lenders hereby consent to the proposed treatment of the Warrants as set forth in Section 5.17 of the Merger Agreement.

Collateral Agent and Required Lenders hereby consent to the payment by New Borrower, no later than ten days immediately after the date hereof, of (i) dividends of up to an aggregate amount Five Million Three Hundred Thousand Dollars ($5,300,000.00) which dividends the New Borrower has declared and are unpaid as of the effective time of the Merger (“ Divide n ds ”), no later than ten days immediately after the date hereof and (ii) payment of expenses related to the Merger in an aggregate amount of up to Two Million Two Hundred Thousand Dollars ($2,200,000.00) (“ Me r g er E x penses ”); provided, however, no portion of the Dividends or the Merger Expenses will be paid from the assets of Existing Borrower or from any part of the Term Loans proceeds received by Existing Borrower and until such time as New Borrower has paid the Dividends and Merger Expenses and complied with its obligations under Section 16(e) hereof, no Transfer of any assets of the Existing Borrower shall be made to New Borrower.

The following Section 6.14 is hereby added to the Loan Agreement:

6 . 14 Aq ua Med . Notwithstanding the provisions of Section 7.1, on or before June 30, 2019, New Borrower shall either complete the AquaMed Spinoff or, at the sole discretion of Collateral Agent and Lenders, cause AquaMed to become a Borrower hereunder and enter into such related amendments to the Loan Documents and into other related agreements as the Collateral Agent and grant such security interests in the assets of AquaMed as Collateral Agent and Lenders may require. Until such time as the covenant set forth in the immediately preceding sentence has been fulfilled, Borrower shall not Transfer any assets or property to AquaMed or incur any liabilities related thereto other than incurring reasonable transaction expenses in connection with the AquaMed Spinoff.

Section 8.2(a) of the Loan Agreement is hereby amended and restated as follows:

(a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.12 (Creation/Acquisition of Subsidiaries), 6.13 (Further Assurances) or 6.14 (AquaMed) or Borrower violates any covenant in Section 7; or

The following Section 12.12 is hereby added to the Loan Agreement:

1 2 .12 B o rr o wer Liabilit y . Either Borrower may, acting singly, request Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all Credit Extensions made hereunder, regardless of which Borrower actually receives said Credit Extension, as if each Borrower hereunder directly received all Credit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise, until all Obligations (other than inchoate indemnity obligations) have been paid in full, the Lenders’ obligations to make Credit Extensions are terminated and the Loan Documents are terminated. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section shall be null and void. If any payment is made to a Borrower in contravention of this Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured.

Section 13.1 of the Loan Agreement is hereby amended by adding the following definitions thereto in alphabetical order:

“ A q u aM e d” is AquaMed Technologies, Inc., a Delaware corporation, and a wholly owned subsidiary of New Borrower.

“ A q u aM e d Sp ino f f” is the disposition of all equity securities of AquaMed held by New Borrower to one or more third parties (other than the Existing Borrower) or the disposition of all or substantially all of the assets of AquaMed followed by a dissolution of AquaMed, in each case, without Transfer of any assets or property by Borrower to AquaMed or any third party other than payment of reasonable transaction expenses and without incurring any liabilities.

“Exi s ting B o r ro w er” is ADYNXX, INC., a Delaware corporation with an office at 100 Pine Street, #500, San Francisco, CA 94111, which will be re-named ADYNXX SUB, INC. effective immediately following consummation of the Merger.

“ New Bor r o w er ” is Alliqua BioMedical, Inc., which will be re-named ADYNXX, INC., effective following consummation of the Merger.

“ Seve n th Am e ndme n t D a te ” is May 3, 2019.

Section 13.1 of the Loan Agreement is hereby amended by amending and restating the following definitions therein as follows:

“ Alliqua Mer g er Deadlin e ” is May 3, 2019.

“ Borrower ” is individually and collectively, jointly and severally, New Borrower and the Existing Borrower.

Exhibit C to the Loan Agreement is hereby amended and restated in its entirety as set forth on E xh i b it B hereto.

10.

E x hibit D to the Loan Agreement is hereby amended and restated in its entirety as set forth on E xh i b it C hereto.

11.

The Perfection Certificate delivered on the Effective Date of the Loan Agreement is hereby updated by the Perfection Certificate delivered to Collateral Agent on or around the date of this Amendment.

12.

Limitation of Amendment.

The amendments and consents set above are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right, remedy or obligation which Lenders or Borrower may now have or may have in the future under or in connection with any Loan Document, as amended hereby.

This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect. For the avoidance of doubt, this Amendment shall be considered part of the Loan Documents.

13.

To induce Collateral Agent and Lenders to enter into this Amendment, Borrower hereby represents and warrants to Collateral Agent and Lenders as follows:

Neither the Merger Sub nor AquaMed had any liabilities or outstanding litigation immediately prior to the consummation of the Merger and the New Borrower has no material liabilities or outstanding litigation immediately prior to the consummation of the Merger (this does not take away from any other representation or warranty previously made or being made herein by Borrower), except as set forth on the Perfection Certificate for the New Borrower on the Seventh Amendment Date.

Borrower has the power and due authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;

The organizational documents of Borrower delivered to Collateral Agent on the Effective Date, and updated pursuant to subsequent deliveries by the Borrower to the Collateral Agent, remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized;

The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (i) any law or regulation binding on or affecting Borrower, (ii) any contractual restriction with a Person binding on Borrower, (iii) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (iv) the organizational documents of Borrower;

14.

15.

This Amendment shall be deemed effective as of the Seventh Amendment Date upon (a) the due execution and delivery to Collateral Agent of this Amendment by each party hereto, (b) Borrower’s payment of all Lenders’ Expenses incurred through the date hereof, which may be debited (or ACH’d) from the Designated Deposit Account in accordance with Section 2.3(d) of the Loan Agreement, (c) fulfillment of all conditions of Section 3.1 of the Loan Agreement (as they may be applicable to the New Borrower) and Section 3.2 of the Loan Agreement (as they may be applicable to Borrower), including, without limitation, receipt of the original Warrants exercisable for the common shares of New Borrower in lieu of the Warrants outstanding immediately prior to this Amendment becoming effective and receipt of original Promissory Notes being issued on the date hereof in lieu of the Promissory Notes outstanding immediately prior to this Amendment becoming effective.

16.

Borrower hereby covenants to the following:

On the date hereof, deliver to Collateral Agent, copies of the filed and stamped: certificate of incorporation of Existing Borrower effective as of the Merger, certificate of incorporation and conversion of New Borrower effective as of the Merger and certificate of Merger, certificates of good standing for New Borrower for the State of Delaware and any other state in which it is required to be qualified to do business.

On or before May 7, 2019, deliver to Collateral Agent, original signature pages of Borrower for the Warrants and Promissory Notes being issued on the date hereof;

On or before May 7, 2019, deliver to Collateral Agent evidence of termination of the UCC financing statement (File Number 2015060107645) filed with the Secretary of Commonwealth of the Commonwealth of Pennsylvania;

On or before May 10, 2019, deliver to Collateral Agent a revised Perfection Certificate for New Borrower listing New Borrower’s Intellectual Property;

On or before May 13, 2019, deliver to Collateral Agent of closure of New Borrower’s accounts maintained with PNC Bank and no cash or other assets of the Existing Borrower or any portion of the Loan Proceeds shall be transferred to such accounts.

On or before May 31, 2019, deliver to Collateral Agent a complete Perfection Certificate for AquaMed;

On or before May 10 , 2019, deliver a copy of the form W-9 for the New Borrower to Collateral Agent.

On or before June 1 , 2019, deliver to Collateral Agent an original stock certificate, if certificated representing all outstanding shares of the Existing Borrower and AquaMed, together with duly executed instrument of transfer or assignment in blank, all in form and substance satisfactory to Collateral Agent.

On or before June 1 , 2019, Borrower shall deliver evidence satisfactory to Collateral Agent that the insurance policies for New Borrower required by Section 6.5 of the Loan Agreement are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent.

On or before June 1 , 2019, Borrower shall deliver to Collateral Agent (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of New Borrower’s leased locations where New Borrower or any Subsidiary (other than Existing Borrower) maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00) or its books or records (including, without limitation, its headquarters); and (ii) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where New Borrower or any Subsidiary (other than Existing Borrower) maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00).

17.

Collateral Agent and Lenders hereby covenant to the following:

Deliver the original (i) Term A Secured Promissory Note; and (ii) Term B Secured Promissory Note, marked “cancelled” to Borrower within thirty (30) days of the date of this Amendment.

Deliver the original Warrants issued by Existing Borrower to Oxford and its affiliates outstanding immediately prior to this Amendment becoming effective within thirty (30) days of the date of this Amendment.

18.

The Borrower hereby remises, releases, acquits, satisfies and forever discharges the Lenders and Collateral Agent, their agents, employees, officers, directors, predecessors, attorneys and all others acting or purporting to act on behalf of or at the direction of the Lenders and Collateral Agent (“R e leasees ”), of and from any and all manner of actions, causes of action, suit, debts, accounts, covenants, contracts, controversies, agreements, variances, damages, judgments, claims and demands whatsoever, in law or in equity, which any of such parties ever had, now has or, to the extent arising from or in connection with any act, omission or state of facts taken or existing on or prior to the date hereof, may have after the date hereof against the Releasees, for, upon or by reason of any matter, cause or thing whatsoever relating to or arising out of the Loan Agreement or the other Loan Documents on or prior to the date hereof through the date hereof. Without limiting the generality of the foregoing, the Borrower waives and affirmatively agrees not to allege or otherwise pursue any defenses, affirmative defenses, counterclaims, claims, causes of action, setoffs or other rights they do, shall or may have as of the date hereof, including the rights to contest: (a) the right of Collateral Agent and each Lender to exercise its rights and remedies described in the Loan Documents; (b) any provision of this Amendment or the Loan Documents; or (c) any conduct of the Lenders or other Releasees relating to or arising out of the Loan Agreement or the other Loan Documents on or prior to the date hereof.

19.

This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.

20.

This Amendment and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of California.

[ B a lance o f P ag e Intentionally Left Bl a nk ]

I N W I TNESS W H E R EOF, the parties hereto have caused this Consent, Waiver and Seventh Amendment to Loan and Security Agreement to be executed as of the date first set forth above.

BORROWER:

ADYNXX, INC., a Delaware corporation,
which will be re-named ADYNXX SUB, INC. effective
immediately following consummation of the Merger


By:	/s/ Rick Orr
Name:	Rick Orr
Title:	Chief Executive Officer

N E W BOR R O W E R :

ALLIQUA BIOMEDICAL, INC., a Delaware corporation,
which will be re-named ADYNXX, INC. effective
immediately following consummation of the Merger

By:	/s/ Rick Orr
Name:	Rick Orr
Title:	Chief Executive Officer



COLLATERAL AGENT AND LENDER:

OXFORD FINANCE LLC


By:
Name:
Title:

IN WITNESS WHEREOF, the parties hereto have caused this Consent, Waiver and Seventh Amendment to Loan and Security Agreement to be executed as ofthe date first set forth above.

BORROWER:

ADYNXX, INC., a Delaware corporation,
which will be re-named ADYNXX SUB, INC. effective
immediately following consummation of the Merger


By:
Name:
Title:

N E W BOR R O W E R :

ALLIQUA BIOMEDICAL, INC., a Delaware corporation,
which will be re-named ADYNXX, INC. effective
immediately following consummation of the Merger

By:
Name:
Title:



COLLATERAL AGENT AND LENDER:

OXFORD FINANCE LLC


By:	/s/ Colette H. Featherly
Name:	Colette H. Featherly
Title:	Senior Vice President

Exhibit 10.2

AMENDED AND RESTATED SECURED PROMISSORY NOTE

$[____]

Dated: May 3, 2019

FOR VALUE RECEIVED, the undersigned, ADYNXX, INC., a Delaware corporation with an office at 100 Pine Street, #500, San Francisco, CA 9411, which will be re-named ADYNXX SUB, INC. effective immediately following consummation of the Alliqua Merger and ALLIQUA BIOMEDICAL, INC., a Delaware corporation with offices located at 2150 Cabot Blvd., West, Suite B, Langhorne, PA 19047, which will be re-named ADYNXX, INC. effective immediately following consummation of the Merger (individually and collectively, jointly and severally, “ Borrower ”) HEREBY PROMISES TO PAY to the order of OXFORD FINANCE LLC (“ Lender ”) the principal amount of [___] DOLLARS ($[___]) or such lesser amount as shall equal the outstanding principal balance of the Term [__] Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of such Term [__] Loan, at the rates and in accordance with the terms of the Loan and Security Agreement dated November 24, 2015, by and among Borrower, Lender, Oxford Finance LLC, as Collateral Agent, and the other Lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “ Loan Agreement ”). If not sooner paid, the entire principal amount and all accrued and unpaid interest hereunder shall be due and payable on the Maturity Date as set forth in the Loan Agreement. Any capitalized term not otherwise defined herein shall have the meaning attributed to such term in the Loan Agreement. This Note amends and restates in its entirety that certain Secured Promissory Note issued in the original principal amount of $[___], pursuant to the Loan Agreement, on January 29, 2016.

Principal, interest and all other amounts due with respect to the Term [__] Loan, are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement and this Amended and Restated Secured Promissory Note (this “ Note ”). The principal amount of this Note and the interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note.

The Loan Agreement, among other things, (a) provides for the making of a secured Term [__] Loan by Lender to Borrower, and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events.

This Note may not be prepaid except as set forth in Section 2.2 (c) and Section 2.2(d) of the Loan Agreement.

This Note and the obligation of Borrower to repay the unpaid principal amount of the Term [__] Loan, interest on the Term [__] Loan and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement.

This Note shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of California.

IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed by one of its officers thereunto duly authorized on the date hereof.

		BORROWER:

		ADYNXX, INC., which will be re-named ADYNXX SUB, INC. effective immediately following consummation of the Alliqua Merger


		By
		Name:
		Title:

		ALLIQUA BIOMEDICAL, INC. which will be re- named ADYNXX, INC. effective immediately following consummation of the Alliqua Merger


		By
		Name:
		Title:

Exhibit 10.3

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTION 5.3 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

ALLIQUA BIOMEDICAL, INC.

WARRANT TO PURCHASE STOCK

Number of Shares:	[___]
Type/Series of Stock:	Common Stock
Warrant Price:	$6.34 per share
Issue Date:	May 3, 2019
Expiration Date:	November 24, 2025 (See also Section 5.1(b))
Credit Facility:	This Warrant to Purchase Stock (“ Warrant ”) is issued in connection with that certain Loan and Security Agreement, dated November 24, 2015, among Oxford Finance LLC (“ Oxford ”), as Lender and Collateral Agent, the Lenders from time to time party thereto, and the Company (as modified, amended and/or restated from time to time, the “ Loan Agreement ”).

THIS WARRANT CERTIFIES THAT, for good and valuable consideration, Oxford (together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “ Holder ”) is entitled to purchase the number of fully paid and non-assessable shares (the “ Shares ”) of the above-stated Type/Series of Stock (the “ Class ”) of the above-named company ALLIQUA BIOMEDICAL, INC., a Delaware corporation (which will be renamed ADYNXX, INC. on or about the date hereof) (the “ Company ”) at the above-stated Warrant Price, all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant is issued in lieu of that certain Warrant to Purchase Stock issued on November 24, 2015 by Adynxx, Inc., a Delaware corporation, to Oxford, exercisable for [___] shares of Series A Preferred Stock at price per share of $0.2276 (“ Old Warrant ”), and upon Company’s execution and delivery of this Warrant and Oxford’s acceptance of the same, Old Warrant shall be declared null and void.

SECTION 1. EXERCISE.

1.1 Method of Exercise . Holder may at any time and from time to time, during the period commencing on the Issue Date and ending at 6:00 p.m. Pacific Time on the Expiration Date, exercise this Warrant, in whole or in part, by delivering to the Company at the principal executive office of the Company (or such other office or agency of the Company as it may designate by notice in writing to Holder at the address of Holder appearing on the books of the Company) the original of this Warrant together with a duly executed Notice of Exercise in substantially the form attached hereto as Appendix 1 (a “ Notice of Exercise ”) and, unless Holder is exercising this Warrant pursuant to a cashless exercise as set forth in Section 1.2, tendering payment of the aggregate Warrant Price for the Shares being purchased by cash, check, wire transfer of same-day funds (to an account designated by the Company), cancellation of indebtedness of the Company to Holder, or other form of payment acceptable to the Company.

1.2 Cashless Exercise . On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to Holder such number of fully paid and non-assessable Shares as are computed using the following formula:

X	=	Y (A – B)
		A

where:

X =

the number of Shares to be issued to Holder;

Y =

the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price);

A =

the fair market value (as determined pursuant to Section 1.3 below) of one Share; and

B =

the Warrant Price.

1.3 Fair Market Value . If the Company’s common stock is then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market (a “ Trading Market ”) and the Class is common stock, the fair market value of a Share shall be the closing price or last sale price of a share of common stock reported for the Business Day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company. If the Company’s common stock is then traded in a Trading Market and the Class is a series of the Company’s convertible preferred stock, the fair market value of a Share shall be the closing price or last sale price of a share of the Company’s common stock reported for the Business Day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company multiplied by the number of shares of the Company’s common stock into which a Share is then convertible. If the Company’s common stock is not traded in a Trading Market, the Board of Directors of the Company shall determine the fair market value of a Share in its reasonable good faith judgment.

1.4 Delivery of Certificate and New Warrant . Within a reasonable time after Holder exercises this Warrant in the manner set forth in Section 1.1 or 1.2 above, the Company shall deliver to Holder a certificate representing the Shares issued to Holder upon such exercise and, if this Warrant has not been fully exercised and has not expired, a new warrant of like tenor representing the Shares not so acquired.

1.5 Replacement of Warrant . On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of the original copy of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form, substance and amount to the Company or, in the case of mutilation, on surrender of the original copy of this Warrant to the Company for cancellation, the Company shall, within a reasonable time, execute and deliver to Holder, in lieu of this Warrant, a new warrant of like tenor and amount.

1.6 Treatment of Warrant Upon Acquisition of Company .

(a) For the purpose of this Warrant, “ Acquisition ” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization (or, if such Company stockholders beneficially own a majority of the outstanding voting power of the surviving or successor entity as of immediately after such merger, consolidation or reorganization, such surviving or successor entity is not the Company); or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power.

(b) In the event of an Acquisition in which the consideration to be received by the Company’s stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “ Cash/Public Acquisition ”), either (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition.

(c) The Company shall provide Holder with written notice of its request relating to the Cash/Public Acquisition (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which is to be delivered to Holder not less than seven (7) Business Days prior to the closing of the proposed Cash/Public Acquisition. In the event the Company does not provide such notice, then if, immediately prior to the Cash/Public Acquisition, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall promptly notify Holder of the number of Shares (or such other securities) issued upon such exercise to Holder, and Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as the date thereof.

(d) Upon the closing of any Acquisition other than a Cash/Public Acquisition, the acquiring, surviving or successor entity shall assume the obligations of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or other property as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with the provisions of this Warrant.

(e) As used in this Warrant, “ Marketable Securities ” means securities meeting all of the following requirements: (i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and is then current in its filing of all required reports and other information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by Holder in connection with the Acquisition were Holder to exercise this Warrant on or prior to the closing thereof is then traded in Trading Market, and (iii) following the closing of such Acquisition, Holder would not be restricted from publicly re-selling all of the issuer’s shares and/or other securities that would be received by Holder in such Acquisition were Holder to exercise or convert this Warrant in full on or prior to the closing of such Acquisition, except to the extent that any such restriction (x) arises solely under federal or state securities laws, rules or regulations, and (y) does not extend beyond six (6) months from the closing of such Acquisition.

SECTION 2. ADJUSTMENTS TO THE SHARES AND WARRANT PRICE.

2.1 Stock Dividends, Splits, Etc . If the Company declares or pays a dividend or distribution on the outstanding shares of the Class payable in common stock or other securities or property (other than cash), then upon exercise of this Warrant, for each Share acquired, unless the conversion ratio of the Class already reflects such event for each Share acquired, Holder shall receive, without additional cost to Holder, the total number and kind of securities and property which Holder would have received had Holder owned the Shares of record as of the date the dividend or distribution occurred. If the Company subdivides the outstanding shares of the Class by reclassification or otherwise into a greater number of shares, the number of Shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased. If the outstanding shares of the Class are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased. Any adjustment under this Section 2.1 shall become effective at the close of business on the date the subdivision or combination becomes effective.

2.2 Reclassification, Exchange, Combinations or Substitution . Upon any event whereby all of the outstanding shares of the Class are reclassified, exchanged, combined, substituted, or replaced for, into, with or by Company securities of a different class and/or series (other than an Acquisition or a stock dividend, subdivision or combination described in Section 1.6 and Section 2.1 above), then from and after the consummation of such event, this Warrant will be exercisable for the number, class and series of Company securities that Holder would have received had the Shares been outstanding on and as of the consummation of such event, and subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, combinations substitutions, replacements or other similar events. The Company or its successor shall promptly issue to Holder a new warrant for such new securities or other property, which shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 2 including, without limitation, appropriate adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new warrant.

2.3 Conversion of Preferred Stock . If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

2.4 Adjustments for Diluting Issuances . Without duplication of any adjustment otherwise provided for in this Section 2, the number of shares of common stock issuable upon conversion of the Shares shall be subject to anti-dilution adjustment from time to time in the manner set forth in the Company’s Certificate of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required adjustment.

2.5 No Fractional Share . No fractional Share shall be issuable upon exercise of this Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional Share interest arises upon any exercise of the Warrant, the Company shall eliminate such fractional Share interest by paying Holder in cash the amount computed by multiplying the fractional interest by (i) the fair market value (as determined in accordance with Section 1.3 above) of a full Share, less (ii) the then-effective Warrant Price.

2.6 Notice/Certificate as to Adjustments . Upon each adjustment of the Warrant Price, Class and/or number of Shares, the Company, at the Company’s expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant Price, Class and/or number of Shares and facts upon which such adjustment is based. The Company shall, upon written request from Holder, furnish Holder with a certificate of its Chief Financial Officer, including computations of such adjustment and the Warrant Price, Class and number of Shares in effect upon the date of such adjustment.

SECTION 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.

3.1 Representations and Warranties . The Company represents and warrants to, and agrees with, Holder as follows:

(a) All Shares which may be issued upon the exercise of this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances except for restrictions provided for herein, under the Voting Agreement (to which Holder hereby agrees to become a party), or under applicable federal and state securities laws. The Company covenants that it shall at all times cause to be reserved and kept available out of its authorized and unissued capital stock such number of shares of the Class, common stock and other securities as will be sufficient to permit the exercise in full of this Warrant and the conversion of the Shares into common stock or such other securities.

(b) The Company’s capitalization table attached hereto as Schedule 1 is true and complete, in all material respects, as of the Issue Date.

3.2 Notice of Certain Events . If the Company at any time:

(a) proposes to declare any dividend or distribution upon the outstanding shares of the Class or common stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend;

(b) proposes to offer for subscription or sale pro rata to the holders of the outstanding shares of the Class any additional shares of any class or series of the Company’s stock (other than pursuant to contractual pre-emptive rights);

(c) proposes to effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the outstanding shares of the Class; or

(d) proposes to effect an Acquisition or to liquidate, dissolve or wind up;

then, in connection with each such event, the Company shall give Holder:

(1) at least seven (7) Business Days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of outstanding shares of the Class will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (a) and (b) above; and

(2) in the case of the matters referred to in (c) and (d) above at least seven (7) Business Days prior written notice of the date when the same will take place (and specifying the date on which the holders of outstanding shares of the Class will be entitled to exchange their shares for the securities or other property deliverable upon the occurrence of such event.

Reference is made to Section 1.6(c) whereby this Warrant will be deemed to be exercised pursuant to Section 1.2 hereof if the Company does not give written notice to Holder of a Cash/Public Acquisition as required by the terms hereof. Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements.

SECTION 4. REPRESENTATIONS AND WARRANTIES OF HOLDER.

Holder represents and warrants to the Company as follows:

4.1 Purchase for Own Account . This Warrant and the securities to be acquired upon exercise of this Warrant by Holder are being acquired for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant or the Shares.

4.2 Disclosure of Information . Holder is aware of the Company’s business affairs and financial condition and has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. Holder further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Holder or to which Holder has access.

4.3 Investment Experience . Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk. Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic risk of such Holder’s investment in this Warrant and its underlying securities and is able, without impairing Holder’s financial condition, to hold this Warrant and its underlying securities for an indefinite period of time and to suffer a complete loss of Holder’s investment. Holder has such knowledge and experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business acumen and financial circumstances of such persons.

4.4 Accredited Investor Status . Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.

4.5 The Act . Holder understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Holder’s representations as expressed herein. Holder understands that this Warrant and the Shares issued upon any exercise hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available. Holder is aware of the provisions of Rule 144 promulgated under the Act and understands the resale limitations imposed thereby and by the Act.

4.6 No Stockholder Rights . This Warrant does not entitle Holder to any voting rights or other rights as a stockholder of the Company prior to the actual, valid exercise hereof. In the absence of valid exercise of this Warrant, no provisions of this Warrant, and no enumeration herein of the rights or privileges of Holder, shall cause Holder to be a stockholder of the Company for any purpose.

SECTION 5. MISCELLANEOUS.

5.1 Term; Automatic Cashless Exercise Upon Expiration .

(a) Term . Subject to the provisions of Section 1.6 above, this Warrant is exercisable in whole or in part at any time and from time to time before 6:00 p.m., Pacific Time on the Expiration Date and shall be void thereafter. The Company will cancel this Warrant immediately following the Expiration Date to the extent not exercised pursuant to Section 1 above or Section 5.1(b) below.

(b) Automatic Cashless Exercise upon Expiration . In the event that, upon the Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall, within a reasonable time, deliver a certificate representing the Shares (or such other securities) issued upon such exercise to Holder.

5.2 Legends . Each certificate evidencing Shares (and each certificate evidencing the securities issued upon conversion of any Shares, if any) shall be imprinted with a legend in substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ ACT ”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGE OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

5.3 Compliance with Securities Laws on Transfer . This Warrant and the Shares issued upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is an affiliate of Holder, provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act. Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability of Rule 144 promulgated under the Act.

5.4 Registration Rights . The Shares which may be issued upon the exercise of this Warrant (the “ Warrant Shares ”) shall be considered shares of the Company’s Common Stock to be issued in connection with the Transactions (as defined in the Merger Agreement (as defined herein) for purposes of Section 5.25 of the Merger Agreement. “ Merger Agreement ” is that certain that certain Agreement and Plan of Merger and Reorganization, by and among the Company, EMBARK MERGER SUB, INC., a Delaware corporation (“ Merger Sub ”) and Adynxx, Inc. dated as of October 11, 2018.

5.5 Business Days . “ Business Day ” is any day that is not a Saturday, Sunday or a day on which banks in the State of California are closed.

5.6 Transfer Procedure . After receipt by Oxford of the executed Warrant, Oxford may transfer all or part of this Warrant to one or more Oxford Affiliate (as defined below), by execution of an Assignment substantially in the form of Appendix 2. Subject to the provisions of Article 5.3 and upon providing the Company with written notice, Oxford, any such Oxford Affiliate and any subsequent Holder, may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee, provided, however, in connection with any such transfer, Oxford, Oxford Affiliate(s) or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee, and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable). As used in this Section 5.5, an “ Oxford Affiliate ” means any manager or member of Oxford or any person or entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Oxford. Notwithstanding the foregoing, the Holder agrees not to make any disposition of the Warrant or all or any portion of the Shares to any person or entity, including an Oxford Affiliate, (i) unless the transferee qualifies as an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Act and (ii) unless and until the transferee has agreed in writing for the benefit of the Company to be bound by the terms of this Warrant and the Voting Agreement.

5.7 Notices . All notices and other communications hereunder from the Company to Holder, or vice versa, shall be deemed delivered and effective (i) when given personally, (ii) on the third (3rd) Business Day after being mailed by first-class registered or certified mail, postage prepaid, (iii) upon actual receipt if given by facsimile or electronic mail and such receipt is confirmed by the recipient, or (iv) on the first Business Day following delivery to a reliable overnight courier service, courier fee prepaid, in any case at such address as may have been furnished to the Company or Holder, as the case may be, in writing by the Company or such Holder from time to time in accordance with the provisions of this Section 5.6. All notices to Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer or otherwise:

Oxford Finance LLC

133 N. Fairfax Street

Alexandria, VA 22314

Attn: Legal Department

Telephone: (703) 519-4900

Facsimile: (703) 519-5225
Email: LegalDepartment@oxfordfinance.com

Notice to the Company shall be addressed as follows until Holder receives notice of a change in address:

ALLIQUA BIOMEDICAL, INC.

731 Market Street

Suite 420

San Francisco, California 94103

Attn: Rick Orr, CEO

Email: rorr@adynxx.com

With a copy (which shall not constitute notice) to:

Cooley LLP

3175 Hanover Street

Palo Alto, CA 94304

Attention: John McKenna

Email: jmckenna@cooley.com

5.8 Waivers and Amendments . Except as expressly provided herein, neither this Warrant nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Warrant and signed by the Company and Holder; provided, however, that any term hereof may be changed, waived, discharged or terminated (either generally or in a particular instance and either retroactively or prospectively) by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Warrant, or any waiver on the part of any party of any provisions or conditions of this Warrant, must be in writing and shall be effective only to the extent specifically set forth in such writing.

5.9 Attorneys’ Fees . In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

5.10 Counterparts . This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement.

5.11 Governing Law . This Warrant shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its principles regarding conflicts of law.

5.12 Headings . The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.

[Remainder of page left blank intentionally]

[Signature page follows]

IN WITNESS WHEREOF, the parties have caused this Warrant to Purchase Stock to be executed by their duly authorized representatives effective as of the Issue Date written above.

“COMPANY”

ALLIQUA BIOMEDICAL, INC., to be renamed ADYNXX, INC.


By:

Name:
	(Print)
Title:


“HOLDER”


OXFORD FINANCE LLC


By:

Name:
	(Print)
Title:

[ Signature Page to Warrant to Purchase Stock ]

APPENDIX 1

NOTICE OF EXERCISE

1. The undersigned Holder hereby exercises its right purchase ___________ shares of the Common Stock of ALLIQUA BIOMEDICAL, INC. (to be renamed ADYNXX, INC.) (the “ Company ”) in accordance with the attached Warrant To Purchase Stock, and tenders payment of the aggregate Warrant Price for such shares as follows:

[ ] check in the amount of $________ payable to order of the Company enclosed herewith

[ ] Wire transfer of immediately available funds to the Company’s account

[ ] Cashless Exercise pursuant to Section 1.2 of the Warrant

[ ] Other [Describe] __________________________________________

2. Please issue a certificate or certificates representing the Shares in the name specified below:


	Holder’s Name



	(Address)

3. By its execution below and for the benefit of the Company, Holder hereby restates each of the representations and warranties in Section 4 of the Warrant to Purchase Stock as of the date hereof.

	HOLDER:



	By:

	Name:

	Title:

	Date:

Appendix 1

APPENDIX 2

ASSIGNMENT

For value received, Oxford Finance LLC hereby sells, assigns and transfers unto

Name:	OXFORD TRANSFEREE

Address:

Tax ID:

that certain Warrant to Purchase Stock issued by ADYNXX, INC. (the “ Company ”), on November 24, 2015 (the “ Warrant ”) together with all rights, title and interest therein.

			OXFORD FINANCE LLC


			By:

			Name:

			Title:

Date:

By its execution below, and for the benefit of the Company, [OXFORD TRANSFEREE] makes each of the representations and warranties set forth in Article 4 of the Warrant and agrees to all other provisions of the Warrant as of the date hereof.

	[OXFORD TRANSFEREE]

	By:

	Name:

	Title:	]

SCHEDULE 1

Company Capitalization Table

(See attached)

The aggregate number of outstanding shares on May 3, 2019 is 5,808,027.

Exhibit 10.4

October 15, 2010

Rick Orr

22 Roselyn Terrace

San Francisco, CA 94118

Dear Rick:

I am pleased to offer you the position of Chief Executive Officer of Adynxx, Inc. (“Adynxx” or the “Company”) effective as of the date of and conditioned upon the initial closing of a Qualified Financing (as defined below) with gross cash proceeds (excluding the conversion of any promissory notes outstanding as of the date hereof) to the Company of at least $4,000,000 (the ‘‘Initial Closing”). As used herein, a “Qualified Financing” shall mean a preferred stock financing of the Company with the principal purpose of raising capital, pursuant to which the Company agrees to issue shares of its Series A Convertible Preferred Stock resulting in gross cash proceeds of at least $12,000,000 in a single transaction; provided, however, that a ‘‘single transaction” shall include a transaction that contemplates multiple or tranched closings. In the event of multiple or tranched closings, the ‘‘Final Closing” shall mean the closing that results in aggregate gross cash proceeds to the Company (including the proceeds from all prior closings) of at least $12,000,000. In the event that the Initial Closing does not occur on or before February 28, 2011 (the “Outside Date”), this employment offer is withdrawn and has no effect. This offer letter agreement (the “Agreement”) sets forth the terms and conditions of your employment with the Company.

1. Position and Salary . In your capacity as Chief Executive Officer you will report to and perform such duties as are required by the Adynxx Board of Directors (the “Board”). Your annual base salary will be $350,000, subject to standard payroll deductions and withholdings.

Your target annual bonus will be thirty-five percent (35%) of your annual base salary, subject to standard payroll deductions and withholdings. The amount of your awarded bonus, which may be above or below the target amount based on Company and your individual performance, will be based upon achievement of milestones to be mutually agreed upon between you and the Board. Bonus payments, if any, will be paid as soon as practicable following the determination by the Board that the bonus has been earned, but in no event after the later of (i) March 15 following the calendar year in which such bonuses are earned or (ii) the 15th day of the 3rd month following the close of Adynxx’s fiscal year in which such bonuses are earned.

In addition, subject to the Initial Closing you will receive a one-time signing bonus of $87,500 payable concurrent with your first regularly scheduled payroll check following your start date and subject to applicable withholding taxes.

Rick Orr
October 15, 2010

Page 2

2. Stock .

(a) As an inducement for you to enter into this Agreement and accept employment with the Company, upon your execution of this Agreement, the Company shall sell to you 3,957,944 shares of its Common Stock (the “Shares”) pursuant to the terms and conditions of the Restricted Stock Purchase Agreement attached hereto as Exhibit A (the ‘‘Purchase Agreement”).

(b) The Board of Directors shall, if required by Section 2(e) of the Purchase Agreement, grant to you an option to purchase a number of shares of Common Stock, if any, as calculated pursuant to and subject to the terms and conditions of such Section 2(e) of the Purchase Agreement.

(c) In the event that the Company sells any additional shares of its Series A Convertible Preferred Stock after the Final Closing of a Qualified Financing (each such event, an ‘‘Additional Closing”), you shall be granted an additional option to purchase stock in a manner consistent with Section 2(e) of the Purchase Agreement such that your total holdings of Company equity securities, including the Shares and all previously granted stock options, represent not less than five percent (5%) of the Common Stock deemed to be outstanding on a fully-diluted and fully-converted basis as of the date of each such Additional Closing. Any such options shall be subject to vesting and repurchase rights consistent with any options that may be granted pursuant to Section 2(e) of the Purchase Agreement, shall expire ten years from the date of grant and shall be exercisable at the fair market value per share of Common Stock of the Company as determined in good faith by the Board of Directors at the time of grant. Any such options will be evidenced by the Company’s then standard form of stock option agreement. Any shares issued upon exercise of such option(s) will be subject to a right of first refusal in favor of the Company and certain restrictions on transfer as may be provided in the agreement memorializing such option.

3. At-Will Employment; Severance .

Rick Orr
October 15, 2010

Page 3

(b) The receipt of any severance pay or other benefits pursuant to Section 3 is subject to your signing and not revoking a separation agreement and release of claims in the form attached hereto as Exhibit B (the “Release”) that is effective no later than sixty (60) days following the date of your termination or such earlier period as required by the Release (such deadline, the “Release Deadline”). If the Release does not become effective by the Release Deadline, you will forfeit any rights to severance or other benefits under this Agreement. To become effective, the Release must be executed by you and any revocation periods (as required by statute, regulation, or otherwise) must have expired without you having revoked the Release. In addition, no severance will be paid or provided until the Release actually becomes effective. In the event that your termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which your termination occurs, then any severance under this letter agreement that would be considered Deferred Compensation Separation Benefits (as defined in Section 4) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such termination occurs, or such later time as (i) is required by Section 4, or (ii) the date the Release becomes effective. The first payment shall include all amounts that would have been paid to you had payment commenced on the date your employment terminated.

4. Section 409A . Notwithstanding anything to the contrary in this letter agreement, if you are a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the time of your termination, then only that portion of the severance and benefits payable to you pursuant to this letter agreement (other than due to death), if any, and any other severance payments or separation benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined below) may be made within the first six (6) months following your termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to you on or within the six (6) month period following your termination will accrue during such six (6) month period and will become payable in a lump-sum payment on the date six (6) months and one (1) day following the date of your termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit.

5. Section 409A Limit . For purposes of this letter agreement, “Section 409A Limit” shall mean the lesser of two (2) times: (i) your annualized compensation based upon the annual rate of pay paid to you during Adynxx’s taxable year preceding the taxable year of your termination of employment as determined under Treasury Regulation 1.409A-1 (b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code, for the year in which your employment is terminated.

Rick Orr
October 15, 2010

Page 4

6. Definitions .

(a) For the purposes hereof, “Change of Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:

(i) (A) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) Adynxx and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of Adynxx immediately prior thereto do not own, directly or indirectly, outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction, (B) there is consummated any transaction or series of related transactions to which Adynxx is a party in which in excess of fifty percent (50%) of Adynxx’s voting power is transferred, or (C) a majority of the Board ceases to consist of individuals (a) who are members of the Board as of the date of this letter agreement (the “Incumbent Board”) or (b) whose election or nomination for election by Adynxx’s stockholders was approved (i) in connection with the Series A Financing or (ii) by a majority of the Incumbent Board; provided, however, that a Change of Control shall not include (x) any consolidation or merger effected exclusively to change the domicile of Adynxx, or (y) any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by Adynxx or indebtedness of Adynxx is cancelled or converted or a combination thereof; provided, further, that any individual becoming a director subsequent to the date of this letter agreement whose election or nomination for election by Adynxx’s stockholders was approved by a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board;

(ii) there is consummated a sale of assets, lease, license or other disposition of all or substantially all of the consolidated assets of Adynxx, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of Adynxx and its subsidiaries to an entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of Adynxx in substantially the same proportions as their ownership of Adynxx immediately prior to such sale, lease, license or other disposition; or

(iii) the stockholders of Adynxx approve or the Board approves a plan of complete dissolution or liquidation of Adynxx, or a complete dissolution or liquidation of Adynxx shall otherwise occur.

Notwithstanding the foregoing, a public offering (including the initial or any subsequent public offering) of the Common Stock of Adynxx shall not be considered a Change of Control. Once a Change of Control has occurred, no future events will constitute a Change of Control for purposes of this letter agreement.

(b) For purposes hereof, “Cause” shall mean (i) your conviction of a felony involving fraud, dishonesty or moral turpitude; (ii) your willful and persistent refusal to comply with a lawful instruction of the Board so long as the instruction is consistent with the scope and responsibilities of your position; or (iii) your substantial and material failure or refusal to perform according to, or to comply with, the policies, procedures or practices established by Adynxx or the Board or any agreements you may have entered into with Adynxx that results in material harm to the business of Adynxx. The conduct described under subparagraphs (ii) and (iii) will only constitute Cause if such conduct is not cured within fifteen (15) business days of your receipt of written notice from Adynxx or the Board specifying the particulars of the conduct that may constitute Cause. The determination as to whether or not your employment is being terminated for Cause shall be made in good faith by the Board and such reason(s) will be provided to you in the written notice.

Rick Orr
October 15, 2010

Page 5

(c) For the purposes hereof, “Constructive Termination” means your voluntary termination of employment after one of the following events occurs without your express written consent: (i) a material reduction in your duties or responsibilities in effect immediately prior to the reduction; (ii) a five percent (5%) or greater reduction by Adynxx in your then current base salary (unless the reduction corresponds to a comparable reduction in salary for substantially all of Adynxx’s other executive employees); (iii) a relocation of your business office to a location more than fifty (50) miles from your business office on the date hereof, except for required travel by you on Adynxx business to an extent substantially consistent with your business travel obligations prior to the date hereof; (iv) a material breach by Adynxx of any provision of this letter agreement or of any other material agreement between you and Adynxx concerning the terms and conditions of your employment, which breach is not cured within twenty (20) days following the date on which Adynxx receives written notice from you of such breach; or (v) any failure by Adynxx to obtain the assumption of this letter agreement by any successor or assign of Adynxx.

7. You will be entitled to twenty five (25) days paid time off each year, accruing pro-rata on a monthly basis, and a minimum of eight (8) holidays. Paid time off includes vacation and sick time. You will be eligible for fringe benefits established by Adynxx and approved by the Board.

8. Adynxx will reimburse you for all reasonable and necessary out-of-pocket expenses incurred by you in connection with services rendered on behalf of Adynxx subject to you providing Adynxx with appropriate substantiation in accordance with Adynxx policy.

9. As an Officer of Adynxx, you will be covered by Directors and Officers Liability insurance. Adynxx agrees to acquire Directors and Officers Liability insurance promptly following the Initial Closing.

10. The waiver by either you or Adynxx of a breach of any provision of this Agreement, amendments, additions or changes thereto, shall not operate or be construed as a waiver of any subsequent breach of the same or of any provision hereof.

11. Any notice required in this Agreement will be valid only when sent by first class mail, certified or registered, postage pre-paid, to the parties at the addresses set out below.

12. As a condition of your employment, you are also required to sign and comply with Adynxx’s standard Proprietary Information and Inventions Assignment Agreement which requires, among other provisions, the assignment of patent rights to any invention made during your employment at Adynxx, and non-disclosure of Adynxx proprietary information.

13. This Agreement, including the Proprietary Information and Inventions Agreement referenced herein, constitutes the entire agreement between you and the Company and it is the complete, final, and exclusive embodiment of your and the Company’s agreement with regard to this subject matter. It is entered into without reliance on any promise or representation other than those expressly contained herein, and all amendments, changes and/or additions to this Agreement must be in writing and signed by both parties.

Rick Orr
October 15, 2010

Page 6

14. This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement. This Agreement is intended to bind and inure to the benefit of and be enforceable by you and the Company, and your and their respective successors, assigns, heirs, executors and administrators, except that you may not assign any of your duties hereunder and you may not assign any of your rights hereunder without the written consent of the Company, which shall not be withheld unreasonably.

15. The terms of this Agreement and any amendments or additions thereto shall be governed by the laws of the State of California, and you and Adynxx hereby submit to the jurisdiction and venue of the Courts of the State of California for the purpose of any legal actions arising under this Agreement.

Rick, this is a very exciting opportunity to help build the company. We are looking forward to your contributions to our success. If this offer meets with your approval, please sign the enclosed copy of this letter where indicated below and return the executed copy to me by the close of business today.

	Sincerely,

	Adynxx, Inc.


	By:	/s/ Stan Abel
		Stan Abel
		Member of the Board of Directors

		Address:
		665 Third Street, Suite 250
		San Francisco, CA 94107

Agreed and accepted to
this 15 ^th day of October, 2010:


/s/ Rick Orr
Rick Orr

Address:

22 Roselyn Terrace
San Francisco, CA 94118

Exhibit A

RESTRICTED STOCK PURCHASE AGREEMENT

Exhibit B

FORM OF RELEASE

RELEASE AGREEMENT

I understand that my employment with Adynnx, Inc. (the “Company”) will terminate on [DATE]. I understand that this Release Agreement (the “Release”), together with the offer letter employment agreement between the Company and me, dated [DATE] (the “Employment Agreement”), constitutes the complete, final and exclusive embodiment of the entire agreement between the Company, affiliates of the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company or an affiliate of the Company that is not expressly stated therein.

I hereby confirm my obligations under my proprietary information and inventions agreement with the Company and/or an affiliate of the Company.

In consideration of the severance benefits and other consideration provided to me under the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and its affiliates, and their parents, subsidiaries, successors, predecessors and affiliates, and their current and former partners, members, directors, officers, employees, stockholders, shareholders, agents, attorneys, predecessors, successors, insurers, affiliates and assigns, from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company and its affiliates, or their affiliates, or the termination of that employment; (b) all claims related to my compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity, or profits interests in the Company and its affiliates, or their affiliates; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act (as amended) (“ ADEA ”), the federal Employee Retirement Income Security Act of 1974 (as amended), and the California Fair Employment and Housing Act (as amended).

Notwithstanding the foregoing, I understand that the following rights or claims are not included in the Released Claims: (a) any rights I have under this Release; (b) any rights that cannot be waived under applicable state or federal law; (c) any rights I have to file or pursue a claim for workers’ compensation or unemployment insurance; or (d) any rights that I have to indemnification (including any right to reimbursement of expenses) arising under applicable law, the certificate of incorporation or by-laws (or similar constituent documents of the Company), any indemnification agreement between the Company and me, or any directors’ and officers’ liability insurance policy of the Company. In addition, I understand that nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, the California Department of Fair Employment and Housing, or any other government agency, except that I hereby waive my right to any monetary benefits in connection with any such claim, charge or proceeding. I hereby represent and warrant that, other than the claims identified in this paragraph, I am not aware of any claims I have or might have that are not included in the Released Claims.

I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA, and that the consideration given under the Plan for the waiver and release in this paragraph is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (a) my waiver and release do not apply to any rights or claims that may arise after the date I sign this Release; (b) I should consult with an attorney prior to signing this Release (although I may choose voluntarily not do so); (c) I have twenty-one (21) days to consider this Release (although I may choose voluntarily to sign this Release earlier); (d) I have seven (7) days following the date I sign this Release to revoke the Release by providing written notice to an officer of the Company; and (e) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth day after I sign this Release provided I have not revoked it.

I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: “ A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor . ” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims hereunder.

I hereby represent that I have been paid all compensation owed and for all hours worked; I have received all the leave and leave benefits and protections for which I am eligible pursuant to the Family and Medical Leave Act, the California Family Rights Act, or otherwise; and I have not suffered any on-the-job injury for which I have not already filed a workers’ compensation claim.

I acknowledge that to become effective, I must sign and return this Release to the Company so that it is received not later than twenty-one (21) days following the date it is provided to me or such other date as specified by the Company.

	Employee


	Printed Name:

	Signature:

	Date:

Exhibit 10.5

January 4, 2012

Donald Manning, M.D., Ph.D.

16 Johnston Drive

Bloomsbury, New Jersey 08804

Dear Don:

I am pleased to offer you the position of Chief Medical Officer of Adynxx, Inc. (“Adynxx” or the “Company”) effective as of January 16, 2012 (the “Effective Date”). This offer letter agreement (the “Agreement”) sets forth the terms and conditions of your employment with the Company.

1. Position and Salary . In your capacity as Chief Medical Officer you will report to the Chief Executive Officer of Adynxx (the “CEO”). Your annual base salary will be $296,117, subject to standard payroll deductions and withholdings. You will also be eligible to participate in any tax qualified or other benefit plans that may be offered by the Company. The Company currently makes an annual contribution to each employee’s 401(k) retirement plan equal to three percent (3%) of each such employee’s annual base salary (in your case, currently equal to $8,883 per annum). Your target annual bonus will be thirty-five percent (35%) of the sum of your annual base salary plus any annual Company contribution to your 401(k) retirement plan, subject to standard payroll deductions and withholdings. The amount of your awarded bonus, which may be above or below the target amount based on Company and your individual performance, will be based upon achievement of milestones to be mutually agreed upon between you and the CEO. Bonus payments, if any, will be paid as soon as practicable following the determination by the Board of Directors of Adynxx (the “Board”) that the bonus has been earned, but in no event after the later of (i) March 15 following the calendar year in which such bonuses are earned or (ii) the 15th day of the 3rd month following the close of Adynxx’s fiscal year in which such bonuses are earned.

2. Stock .

(a) As an inducement for you to enter into this Agreement and accept employment with the Company, promptly following your execution of this Agreement, you will be issued an option to purchase such number of shares of Common Stock as is equal to one and one-quarter percent (1.25%) of the Common Stock of the Company deemed to be outstanding on a fully diluted basis as of the Effective Date (the “Initial Option Grant”). In the event that the Company sells any additional shares of its Series A Convertible Preferred Stock after the Effective Date (each such event, an “Additional Closing”), you shall be granted an additional option to purchase such number of shares of Common Stock so that your total holdings of Company equity securities, including the Initial Option Grant and any subsequent option grants, is equal to one and one-quarter percent (1.25%) of the Common Stock deemed to be outstanding on a fully-diluted and fully-converted basis as of the date of each such Additional Closing. The obligation to issue any subsequent option grants under this Section 2(a) shall be contingent upon your employment by the Company as of any such Subsequent Closing and shall terminate once the Company has issued an aggregate of $15,000,000 of Series A Convertible Preferred Stock, including any such shares issued as of the Effective Date.

Donald Manning, M.D., Ph.D.
January 3, 2012

Page 2

(b) The Initial Option Grant and any subsequent option grants shall be exercisable at the fair market value per share of Common Stock of the Company as determined in good faith by the Board at the time of each such grant. The options will be immediately exercisable in full, with the shares subject to a right of repurchase by Adynxx that will lapse in accordance with the vesting schedule of each such option as set forth below. The option(s) will expire in ten years. Each of the options shall vest over a four-year period with twenty-five percent (25%) of the shares subject to the option vesting on the first anniversary of the Effective Date and thereafter with respect to 1/36 ^th of the balance of the shares at the end of each succeeding month. In the event of a Change of Control (as defined in Section 6 below), fifty percent (50%) of the then remaining balance of any unvested stock options or restricted shares held by you will immediately become vested in full. Any such options will be evidenced by the Company’s then standard form of stock option agreement. Any shares issued upon exercise of such option(s) will be subject to a right of first refusal in favor of the Company and certain restrictions on transfer as may be provided in the agreement memorializing such option.

3. At-Will Employment; Severance .

(a) Your employment with Adynxx will be “at will,” which means that either you or Adynxx may terminate your employment at any time for any reason whatsoever upon thirty (30) days’ written notice. In the event that your employment is terminated by Adynxx without Cause or your employment is terminated due to Constructive Termination (as both such terms are defined in Section 6 below), not within one (1) month prior to or thirteen (13) months following a Change of Control, then you shall be entitled to receive a severance payment equal to nine (9) months of your annual base salary effective as of the termination date and nine (9) months of continued health insurance benefits (assuming you timely elect continued coverage under COBRA). If the Company terminates your employment without Cause or you are Constructively Terminated within one (1) month prior to or thirteen (13) months following a Change of Control, then you shall be entitled to receive a severance payment equal to twelve (12) months of your annual base salary effective as of the termination date and twelve (12) months of continued health insurance benefits (assuming you timely elect continued coverage under COBRA), and the remaining balance of any unvested stock options or restricted shares held by you will immediately become vested in full. The cash severance payments shall be made in one lump-sum payment, to be made subject to the limitations set forth in Sections 3(b), 4, and 5.

(b) The receipt of any severance pay or other benefits pursuant to Section 3 is subject to your signing and not revoking a separation agreement and release of claims in the form attached hereto as Exhibit A (the “Release”) that is effective no later than sixty (60) days following the date of your termination or such earlier period as required by the Release (such deadline, the “Release Deadline”). If the Release does not become effective by the Release Deadline, you will forfeit any rights to severance or other benefits under this Agreement. To become effective, the Release must be executed by you and any revocation periods (as required by statute, regulation, or otherwise) must have expired without you having revoked the Release. In addition, no severance will be paid or provided until the Release actually becomes effective. In the event that your termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which your termination occurs, then any severance under this Agreement that would be considered Deferred Compensation Separation Benefits (as defined in Section 4) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such termination occurs, or such later time as (i) is required by Section 4, or (ii) the date the Release becomes effective. The first payment shall include all amounts that would have been paid to you had payment commenced on the date your employment terminated.

Donald Manning, M.D., Ph.D.
January 3, 2012

Page 3

4. Section 409A . Notwithstanding anything to the contrary in this Agreement, if you are a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the time of your termination, then only that portion of the severance and benefits payable to you pursuant to this Agreement (other than due to death), if any, and any other severance payments or separation benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined below) may be made within the first six (6) months following your termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to you on or within the six (6) month period following your termination will accrue during such six (6) month period and will become payable in a lump-sum payment on the date six (6) months and one (1) day following the date of your termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit.

5. Section 409A Limit . For purposes of this Agreement, “Section 409A Limit” shall mean the lesser of two (2) times: (i) your annualized compensation based upon the annual rate of pay paid to you during Adynxx’s taxable year preceding the taxable year of your termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code, for the year in which your employment is terminated.

Donald Manning, M.D., Ph.D.
January 3, 2012

Page 4

6. Definitions .

(a) For the purposes hereof, “Change of Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:

(i) (A) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) Adynxx and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of Adynxx immediately prior thereto do not own, directly or indirectly, outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction, (B) there is consummated any transaction or series of related transactions to which Adynxx is a party in which in excess of fifty percent (50%) of Adynxx’s voting power is transferred, or (C) a majority of the Board ceases to consist of individuals (a) who are members of the Board as of the date of this Agreement (the “Incumbent Board”) or (b) whose election or nomination for election by Adynxx’s stockholders was approved (i) in connection with the Series A Convertible Preferred Stock financing of Adynxx or (ii) by a majority of the Incumbent Board; provided, however, that a Change of Control shall not include (x) any consolidation or merger effected exclusively to change the domicile of Adynxx, or (y) any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by Adynxx or indebtedness of Adynxx is cancelled or converted or a combination thereof; provided, further, that any individual becoming a director subsequent to the date of this Agreement whose election or nomination for election by Adynxx’s stockholders was approved by a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board;

(iii) the stockholders of Adynxx approve or the Board approves a plan of complete dissolution or liquidation of Adynxx, or a complete dissolution or liquidation of Adynxx shall otherwise occur.

(b) For purposes hereof, “Cause” shall mean (i) your conviction of a felony involving fraud, dishonesty or moral turpitude; (ii) your willful and persistent refusal to comply with a lawful instruction of the Board or the CEO so long as the instruction is consistent with the scope and responsibilities of your position; or (iii) your substantial and material failure or refusal to perform according to, or to comply with, the policies, procedures or practices established by Adynxx or the Board or any agreements you may have entered into with Adynxx that results in material harm to the business of Adynxx. The conduct described under subparagraphs (ii) and (iii) will only constitute Cause if such conduct is not cured within fifteen (15) business days of your receipt of written notice from Adynxx or the Board specifying the particulars of the conduct that may constitute Cause. The determination as to whether or not your employment is being terminated for Cause shall be made in good faith by the Board and such reason(s) will be provided to you in the written notice.

Donald Manning, M.D., Ph.D.
January 3, 2012

Page 5

(c) For the purposes hereof, “Constructive Termination” means your voluntary termination of employment after one of the following events occurs without your express written consent: (i) a material reduction in your duties or responsibilities in effect immediately prior to the reduction; (ii) a five percent (5%) or greater reduction by Adynxx in your then current base salary (unless the reduction corresponds to a comparable reduction in salary for substantially all of Adynxx’s other executive employees); (iii) a relocation of your business office to a location more than fifty (50) miles from your business office on the date hereof, except for required travel by you on Adynxx business to an extent substantially consistent with your business travel obligations on the date hereof; (iv) a material breach by Adynxx of any provision of this Agreement or of any other material agreement between you and Adynxx concerning the terms and conditions of your employment, which breach is not cured within twenty (20) days following the date on which Adynxx receives written notice from you of such breach; or (v) any failure by Adynxx to obtain the assumption of this Agreement by any successor or assign of Adynxx.

7. You will be entitled to twenty (20) days paid time off each year, accruing pro-rata on a monthly basis, and a minimum of eight (8) holidays. Paid time off includes vacation and sick time. You will be eligible for fringe benefits established by Adynxx and approved by the Board.

8. The waiver by either you or Adynxx of a breach of any provision of this Agreement, amendments, additions or changes thereto, shall not operate or be construed as a waiver of any subsequent breach of the same or of any provision hereof.

9. Any notice required in this Agreement will be valid only when sent by first class mail, certified or registered, postage pre-paid, to the parties at the addresses set out below.

10. As a condition of your employment, you are also required to sign and comply with Adynxx’s standard Proprietary Information and Inventions Assignment Agreement which requires, among other provisions, the assignment of patent rights to any invention made during your employment at Adynxx, and non-disclosure of Adynxx proprietary information.

11. This Agreement, including the Proprietary Information and Inventions Agreement referenced herein, constitutes the entire agreement between you and the Company and it is the complete, final, and exclusive embodiment of your and the Company’s agreement with regard to this subject matter. It is entered into without reliance on any promise or representation other than those expressly contained herein, and all amendments, changes and/or additions to this Agreement must be in writing and signed by both parties.

12. This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement. This Agreement is intended to bind and inure to the benefit of and be enforceable by you and the Company, and your and their respective successors, assigns, heirs, executors and administrators, except that you may not assign any of your duties hereunder and you may not assign any of your rights hereunder without the written consent of the Company, which shall not be withheld unreasonably.

Donald Manning, M.D., Ph.D.
January 3, 2012

Page 6

13. The terms of this Agreement and any amendments or additions thereto shall be governed by the laws of the State of California, and you and Adynxx hereby submit to the jurisdiction and venue of the Courts of the State of California for the purpose of any legal actions arising under this Agreement.

Don, this is a very exciting opportunity to help build the company. We are looking forward to your contributions to our success. If this offer meets with your approval, please sign the enclosed copy of this letter where indicated below and return the executed copy to me by January 11, 2011.

	Sincerely,

	Adynxx, Inc.


	By:	/s/ Rick Orr
		Rick Orr
		Chief Executive Officer

		Address:
		731 Market Street, Suite 420
		San Francisco, CA 94103

Agreed and accepted to
this ___ day of January, 2012:


/s/ Donald Manning
Donald Manning, M.D., Ph.D.

Address:

16 Johnston Drive
Bloomsbury, New Jersey 08804

Exhibit A

FORM OF RELEASE

RELEASE AGREEMENT

I hereby confirm my obligations under my proprietary information and inventions agreement with the Company and/or an affiliate of the Company.

	Employee


	Printed Name:

	Signature:

	Date:

Exhibit 10.6

September 1, 2011

Julien Mamet, Ph.D.

747 Geary Street, Apt. 204

San Francisco, CA 94109

Dear Julien:

I am pleased to offer you the position of Chief Scientific Officer of Adynxx, Inc. (“Adynxx” or the “Company”) effective as of December 8, 2010 (the “Effective Date”). This offer letter agreement (the “Agreement”) sets forth the terms and conditions of your employment with the Company.

1. Position and Salary . In your capacity as Chief Scientific Officer you will report to the Chief Executive Officer of Adynxx (the “CEO”). Your annual base salary will be $266,990, subject to standard payroll deductions and withholdings. You will also be eligible to participate in any tax qualified or other benefit plans that may be offered by the Company. The Company currently makes an annual contribution to each employee’s 401(k) retirement plan equal to three percent (3%) of each such employee’s annual base salary. Your target annual bonus will be thirty percent (30%) of your annual base salary, subject to standard payroll deductions and withholdings. The amount of your awarded bonus, which may be above or below the target amount based on Company and your individual performance, will be based upon achievement of milestones to be mutually agreed upon between you and the CEO. Bonus payments, if any, will be paid as soon as practicable following the determination by the Board of Directors of Adynxx (the “Board”) that the bonus has been earned, but in no event after the later of (i) March 15 following the calendar year in which such bonuses are earned or (ii) the 15th day of the 3rd month following the close of Adynxx’s fiscal year in which such bonuses are earned.

2. At-Will Employment; Severance .

Julien Mamet, Ph.D.

September 1, 2011

Page 2

(b) The receipt of any severance pay or other benefits pursuant to Section 3 is subject to your signing and not revoking a separation agreement and release of claims in the form attached hereto as Exhibit A (the “Release”) that is effective no later than sixty (60) days following the date of your termination or such earlier period as required by the Release (such deadline, the “Release Deadline”). If the Release does not become effective by the Release Deadline, you will forfeit any rights to severance or other benefits under this Agreement. To become effective, the Release must be executed by you and any revocation periods (as required by statute, regulation, or otherwise) must have expired without you having revoked the Release. In addition, no severance will be paid or provided until the Release actually becomes effective. In the event that your termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which your termination occurs, then any severance under this Agreement that would be considered Deferred Compensation Separation Benefits (as defined in Section 4) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such termination occurs, or such later time as (i) is required by Section 4, or (ii) the date the Release becomes effective. The first payment shall include all amounts that would have been paid to you had payment commenced on the date your employment terminated.

3. Section 409A . Notwithstanding anything to the contrary in this Agreement, if you are a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the time of your termination, then only that portion of the severance and benefits payable to you pursuant to this Agreement (other than due to death), if any, and any other severance payments or separation benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined below) may be made within the first six (6) months following your termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to you on or within the six (6) month period following your termination will accrue during such six (6) month period and will become payable in a lump-sum payment on the date six (6) months and one (1) day following the date of your termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit.

4. Section 409A Limit . For purposes of this Agreement, “Section 409A Limit” shall mean the lesser of two (2) times: (i) your annualized compensation based upon the annual rate of pay paid to you during Adynxx’s taxable year preceding the taxable year of your termination of employment as determined under Treasury Regulation l.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(l7) of the Code, for the year in which your employment is terminated.

Julien Mamet, Ph.D.

September 1, 2011

Page 3

5. Definitions .

(a) For purposes hereof, “Cause” shall mean (i) your conviction of a felony involving fraud, dishonesty or moral turpitude; (ii) your willful and persistent refusal to comply with a lawful instruction of the Board or CEO so long as the instruction is consistent with the scope and responsibilities of your position; or (iii) your substantial and material failure or refusal to perform according to, or to comply with, the policies, procedures or practices established by Adynxx or the Board or any agreements you may have entered into with Adynxx that results in material harm to the business of Adynxx. The conduct described under subparagraphs (ii) and (iii) will only constitute Cause if such conduct is not cured within fifteen (15) business days of your receipt of written notice from Adynxx or the Board specifying the particulars of the conduct that may constitute Cause. The determination as to whether or not your employment is being terminated for Cause shall be made in good faith by the Board and such reason(s) will be provided to you in the written notice.

(b) For the purposes hereof, “Constructive Termination” means your voluntary termination of employment after one of the following events occurs without your express written consent: (i) a material reduction in your duties or responsibilities in effect immediately prior to the reduction; (ii) a five percent (5%) or greater reduction by Adynxx in your then current base salary (unless the reduction corresponds to a comparable reduction in salary for substantially all of Adynxx’s other executive employees); (iii) a relocation of your business office to a location more than fifty (50) miles from your business office on the date hereof, except for required travel by you on Adynxx business to an extent substantially consistent with your business travel obligations prior to the date hereof; (iv) a material breach by Adynxx of any provision of this Agreement or of any other material agreement between you and Adynxx concerning the terms and conditions of your employment, which breach is not cured within twenty (20) days following the date on which Adynxx receives written notice from you of such breach; or (v) any failure by Adynxx to obtain the assumption of this Agreement by any successor or assign of Adynxx.

6. You will be entitled to twenty (20) days paid time off each year, accruing pro-rata on a monthly basis, and a minimum of eight (8) holidays. Paid time off includes vacation and sick time. You will be eligible for fringe benefits established by Adynxx and approved by the Board.

7. The waiver by either you or Adynxx of a breach of any provision of this Agreement, amendments, additions or changes thereto, shall not operate or be construed as a waiver of any subsequent breach of the same or of any provision hereof.

8. Any notice required in this Agreement will be valid only when sent by first class mail, certified or registered, postage pre-paid, to the parties at the addresses set out below.

9. As a condition of your employment, you are also required to sign and comply with Adynxx’s standard Proprietary Information and Inventions Assignment Agreement which requires, among other provisions, the assignment of patent rights to any invention made during your employment at Adynxx, and non-disclosure of Adynxx proprietary information.

10. This Agreement, including the Proprietary Information and Inventions Agreement referenced herein, constitutes the entire agreement between you and the Company and it is the complete, final, and exclusive embodiment of your and the Company’s agreement with regard to this subject matter. It is entered into without reliance on any promise or representation other than those expressly contained herein, and all amendments, changes and/or additions to this Agreement must be in writing and signed by both parties.

Julien Mamet, Ph.D.

September 1, 2011

Page 4

11. This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement. This Agreement is intended to bind and inure to the benefit of and be enforceable by you and the Company, and your and their respective successors, assigns, heirs, executors and administrators, except that you may not assign any of your duties hereunder and you may not assign any of your rights hereunder without the written consent of the Company, which shall not be withheld unreasonably.

12. The terms of this Agreement and any amendments or additions thereto shall be governed by the laws of the State of California, and you and Adynxx hereby submit to the jurisdiction and venue of the Courts of the State of California for the purpose of any legal actions arising under this Agreement.

Julien, this is a very exciting opportunity to help build the company. We are looking forward to your contributions to our success. If this offer meets with your approval, please sign the enclosed copy of this letter where indicated below and return the executed copy to me by September 8, 2011.

	Sincerely,

	Adynxx, Inc.


	By:	/s/ Rick Orr
		Rick Orr
		Chief Executive Officer

		Address:
		731 Market Street, Suite 420
		San Francisco, CA 94103

Agreed and accepted to
this 6 ^th day of September, 2011:


/s/ Julien Mamet
Julien Mamet, Ph.D.

Address:

747 Geary Street, Apt. 204
San Francisco, CA 94109

Exhibit A

FORM OF RELEASE

RELEASE AGREEMENT

I hereby confirm my obligations under my proprietary information and inventions agreement with the Company and/or an affiliate of the Company.

	Employee


	Printed Name:

	Signature:

	Date:

Exhibit 10.7

Adynxx , Inc .

2010 Equity Incentive Plan

Adopted by the Board of Directors: December 8, 2010

Approved by the Stockholders: December 8, 2010

Termination Date: December 7, 2020

1. General .

(a) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are Employees, Directors and Consultants.

(b) Available Stock Awards. The Plan provides for the grant of the following Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, and (v) Restricted Stock Unit Awards.

(c) Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive Stock Awards as set forth in Section 1(a), to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit from increases in value of the Common Stock through the granting of Stock Awards.

2. Administration .

(a) Administration by Board. The Board shall administer the Plan unless and until the Board delegates administration of the Plan to a Committee or Committees, as provided in Section 2(c).

(b) Powers o f Board. The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i) To determine from time to time (A) which of the persons eligible under the Plan shall be granted Stock Awards; (B) when and how each Stock Award shall be granted; (C) what type or combination of types of Stock Award shall be granted; (D) the provisions of each Stock Award granted (which need not be identical), including the time or times when a person shall be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the number of shares of Common Stock with respect to which a Stock Award shall be granted to each such person; and (F) the Fair Market Value applicable to a Stock Award.

(ii) To construe and interpret the Plan and Stock Awards granted under it, and to establish, amend and revoke rules and regulations for administration of the Plan. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan or Stock Award fully effective.

(iii) To settle all controversies regarding the Plan and Stock Awards granted under it.

(iv) To accelerate the time at which a Stock Award may first be exercised or the time during which a Stock Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Stock Award stating the time at which it may first be exercised or the time during which it will vest.

(v) To suspend or terminate the Plan at any time. Suspension or termination of the Plan shall not impair rights and obligations under any Stock Award granted while the Plan is in effect except with the written consent of the affected Participant.

(vi) To amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, amendments relating to Incentive Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bring the Plan or Stock Awards granted under the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to Capitalization Adjustments, to the extent required by applicable law, stockholder approval shall be required for any amendment of the Plan that either (A) materially increases the number of shares of Common Stock available for issuance under the Plan, (B) materially expands the class of individuals eligible to receive Stock Awards under the Plan, (C) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at which shares of Common Stock may be issued or purchased under the Plan, (D) materially extends the term of the Plan, or (E) expands the types of Stock Awards available for issuance under the Plan. Except as provided above, rights under any Stock Award granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (1) the Company requests the consent of the affected Participant, and (2) such Participant consents in writing.

(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of Section 422 of the Code regarding Incentive Stock Options.

(viii) To approve forms of Stock Award Agreements for use under the Plan and to amend the terms of any one or more Stock Awards, including, but not limited to, amendments to provide terms more favorable to the Participant than previously provided in the Stock Award Agreement, subject to any specified limits in the Plan that are not subject to Board discretion; provided however, that, the rights under any Stock Award shall not be impaired by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. Notwithstanding the foregoing, subject to the limitations of applicable law, if any, and without the affected Participant’s consent, the Board may amend the terms of any one or more Stock Awards if necessary to maintain the qualified status of the Stock Award as an Incentive Stock Option or to bring the Stock Award into compliance with Section 409A of the Code.

(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company and that are not in conflict with the provisions of the Plan or Stock Awards.

(x) To adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors or Consultants who are foreign nationals or employed outside the United States.

(xi) To effect, at any time and from time to time, with the consent of any adversely affected Participant, (A) the reduction of the exercise price (or strike price) of any outstanding Option or SAR under the Plan, (B) the cancellation of any outstanding Option or SAR under the Plan and the grant in substitution therefore of (1) a new Option or SAR under the Plan or another equity plan of the Company covering the same or a different number of shares of Common Stock, (2) a Restricted Stock Award, (3) a Restricted Stock Unit Award, (4) cash and/or (5) other valuable consideration (as determined by the Board, in its sole discretion), or (C) any other action that is treated as a repricing under generally accepted accounting principles; provided, however , that no such reduction or cancellation may be effected if it is determined, in the Company’s sole discretion, that such reduction or cancellation would result in any such outstanding Option becoming subject to the requirements of Section 409A of the Code.

(c) Delegation to Committee. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of the Plan is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated.

(d) Delegation to an Officer. The Board may delegate to one or more Officers of the Company the authority to do one or both of the following: (i) designate Officers and Employees of the Company or any of its Subsidiaries to be recipients of Options and Stock Appreciation Rights (and, to the extent permitted by applicable law, other Stock Awards) and the terms thereof, and (ii) determine the number of shares of Common Stock to be subject to such Stock Awards granted to such Officers and Employees; provided, however, that the Board resolutions regarding such delegation shall specify the total number of shares of Common Stock that may be subject to the Stock Awards granted by such Officer and that such Officer may not grant a Stock Award to himself or herself. Notwithstanding the foregoing, the Board may not delegate authority to an Officer to determine the Fair Market Value pursuant to Section 13(t) below.

(e) Effect o f Board’s Decision. All determinations, interpretations and constructions made by the Board in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons.

(f) Arbitration. Any dispute or claim concerning any Stock Awards granted (or not granted) or any disputes or claims relating to or arising out of the Plan shall be fully, finally and exclusively resolved by binding and confidential arbitration conducted pursuant to the rules of Judicial Arbitration and Mediation Services, Inc. (“ JAM S ”) in King County, Washington. The Company shall pay all arbitration fees. In addition to any other relief, the arbitrator may award to the prevailing party recovery of its attorneys’ fees and costs. By accepting a Stock Award, Participants and the Company waive their respective rights to have any such disputes or claims tried by a judge or jury.

3. Shares Subject to the Plan .

(a) Share Reserve . Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards beginning on the Effective Date shall not exceed 3,070,296 shares (the “Share Reserve” ). Furthermore, if a Stock Award (i) expires or otherwise terminates without having been exercised in full or (ii) is settled in cash ( i.e. , the holder of the Stock Award receives cash rather than stock), such expiration, termination or settlement shall not reduce (or otherwise offset) the number of shares of Common Stock that may be issued pursuant to the Plan. For clarity, the limitation in this Section 3(a) is a limitation in the number of shares of Common Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a).

(b) Reversion o f Shares t o the Share Reserv e . If any shares of Common Stock issued pursuant to a Stock Award are forfeited back to the Company because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares which are forfeited shall revert to and again become available for issuance under the Plan. Also, any shares reacquired by the Company pursuant to Section 8(g) or as consideration for the exercise of an Option shall again become available for issuance under the Plan. Notwithstanding the provisions of this Section 3(b), any such shares shall not be subsequently issued pursuant to the exercise of Incentive Stock Options.

(c) Incentive Stock Option Limit. Notwithstanding anything to the contrary in this Section 3(c), subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options shall be 3,070,296 shares of Common Stock.

(d) Source of Shares. The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise.

4. Eligibility .

(a) Eligibility for Specific Stock Awards . Incentive Stock Options may be granted only to employees of the Company or a “parent corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and (f) of the Code). Stock Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however , Nonstatutory Stock Options and SARs may not be granted to Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in Rule 405, unless the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code because the Stock Awards are granted pursuant to a corporate transaction (such as a spin off transaction) or unless such Stock Awards comply with the distribution requirements of Section 409A of the Code.

(b) Ten Percen t Stockhol der s . A Ten Percent Stockholder shall not be granted an Incentive Stock Option unless the exercise price of such Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Option is not exercisable after the expiration of five (5) years from the date of grant.

(c) Consultants. A Consultant shall not be eligible for the grant of a Stock Award if, at the time of grant, either the offer or the sale of the Company’s securities to such Consultant is not exempt under Rule 701 because of the nature of the services that the Consultant is providing to the Company, because the Consultant is not a natural person, or because of any other provision of Rule 701, unless the Company determines that such grant need not comply with the requirements of Rule 701 and will satisfy another exemption under the Securities Act as well as comply with the securities laws of all other relevant jurisdictions .

5. Provisions Relating to Options and Stock Appreciation Rights .

Each Option or SAR shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. All Options shall be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates shall be issued for shares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically designated as an Incentive Stock Option, then the Option shall be a Nonstatutory Stock Option. The provisions of separate Options or SARs need not be identical; provided, however , that each Option Agreement or Stock Appreciation Right Agreement shall conform to (through incorporation of provisions hereof by reference in the applicable Stock Award Agreement or otherwise) the substance of each of the following provisions:

(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR shall be exercisable after the expiration of ten (10) years from the date of its grant or such shorter period specified in the Stock Award Agreement.

(b) Exercise Price. Subject to the provisions of Section 4(b) regarding Incentive Stock Options granted to Ten Percent Stockholders, the exercise price (or strike price) of each Option or SAR shall be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option or SAR on the date the Option or SAR is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise price (or strike price) lower than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option or SAR if such Option or SAR is granted pursuant to an assumption of or substitution for another option or stock appreciation right pursuant to a Corporate Transaction and in a manner consistent with the provisions of Sections 409A and 424(a) of the Code (whether or not such Stock Awards are Incentive Stock Options). Each SAR will be denominated in shares of Common Stock equivalents.

(c) Consideration for Options. The purchase price of Common Stock acquired pursuant to the exercise of an Option shall be paid, to the extent permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. The Board shall have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of the Company to utilize a particular method of payment. The permitted methods of payment are as follows:

(i) by cash, check, bank draft or money order payable to the Company;

(ii) pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds;

(iii) by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock;

(iv) if the Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; provided, however, that the Company shall accept a cash or other payment from the Participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued; provided, further, that shares of Common Stock will no longer be subject to an Option and will not be exercisable thereafter to the extent that (A) shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations; or

(v) according to a deferred payment or similar arrangement with the Optionholder; provided, however , that interest shall compound at least annually and shall be charged at the minimum rate of interest necessary to avoid (A) the imputation of interest income to the Company and compensation income to the Optionholder under any applicable provisions of the Code, and (B) the classification of the Option as a liability for financial accounting purposes; or

(vi) in any other form of legal consideration that may be acceptable to the Board.

(d) Exercise an d Payment o f a SAR. To exercise any outstanding Stock Appreciation Right, the Participant must provide written notice of exercise to the Company in compliance with the provisions of the Stock Appreciation Right Agreement evidencing such Stock Appreciation Right. The appreciation distribution payable on the exercise of a Stock Appreciation Right will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise of the Stock Appreciation Right) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is vested under such Stock Appreciation Right, and with respect to which the Participant is exercising the Stock Appreciation Right on such date, over (B) the strike price that will be determined by the Board at the time of grant of the Stock Appreciation Right. The appreciation distribution in respect to a Stock Appreciation Right may be paid in Common Stock, in cash, in any combination of the two or in any other form of consideration, as determined by the Board and contained in the Stock Appreciation Right Agreement evidencing such Stock Appreciation Right.

(e) Transferability of Opt i ons and SARs. The Board may, in its sole discretion, impose such limitations on the transferability of Options and SARs as the Board shall determine. In the absence of such a determination by the Board to the contrary, the following restrictions on the transferability of Options and SARs shall apply:

(i) Restrictions on Transfer. An Option or SAR shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Participant only by the Participant; provided, however , that the Board may, in its sole discretion, permit transfer of the Option or SAR to such extent as permitted by Rule 701 and in a manner consistent with applicable tax and securities laws upon the Participant’s request.

(ii) Dom e stic Relations Orders. Notwithstanding the foregoing, an Option or SAR may be transferred pursuant to a domestic relations order; provided, however, that if an Option is an Incentive Stock Option, such Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.

(iii) Beneficiary Designation. Notwithstanding the foregoing, the Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company and any broker designated by the Company to effect Option exercises, designate a third party who, in the event of the death of the Participant, shall thereafter be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, the executor or administrator of the Participant’s estate shall be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise.

(f) Vesting Generally. The total number of shares of Common Stock subject to an Option or SAR may vest and therefore become exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the time or times when it may or may not be exercised (which may be based on the satisfaction of performance goals or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options or SARs may vary. The provisions of this Section 5(f) are subject to any Option or SAR provisions governing the minimum number of shares of Common Stock as to which an Option or SAR may be exercised.

(g) Termination o f Continuous Service. Except as otherwise provided in the applicable Stock Award Agreement or other agreement between the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Stock Award as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date three (3) months following the termination of the Participant’s Continuous Service (or such longer or shorter period specified in the Stock Award Agreement, which period shall not be less than thirty (30) days if necessary to comply with applicable state laws unless such termination is for Cause) or (ii) the expiration of the term of the Option or SAR as set forth in the Stock Award Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the Stock Award Agreement (as applicable), the Option or SAR shall terminate.

(h) Extension of Termination Date . Except as otherwise provided in the applicable Stock Award Agreement or other agreement between the Participant and the Company, if the exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than for Cause or upon the Participant’s death or Disability) would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, then the Option or SAR shall terminate on the earlier of (i) the expiration of a period of three (3) months after the termination of the Participant’s Continuous Service during which the exercise of the Option or SAR would not be in violation of such registration requirements, or (ii) the expiration of the term of the Option or SAR as set forth in the Stock Award Agreement. In addition, unless otherwise provided in a Participant’s Award Agreement, if the sale of any Common Stock received upon exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than for Cause) would violate the Company’s insider trading policy, then the Option or SAR shall terminate on the earlier of (i) the expiration of a period equal to the applicable post-termination exercise period after the termination of the Participant’s Continuous Service during which the exercise of the Option or SAR would not be in violation of the Company’s insider trading policy, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable Stock Award Agreement.

(i) Disability o f Participant. Except as otherwise provided in the applicable Stock Award Agreement or other agreement between the Participant and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of Continuous Service), but only within such period of time ending on the earlier of (i) the date twelve (12) months following such termination of Continuous Service (or such longer or shorter period specified in the Stock Award Agreement, which period shall not be less than six (6) months if necessary to comply with applicable state laws), or (ii) the expiration of the term of the Option or SAR as set forth in the Stock Award Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the Stock Award Agreement (as applicable), the Option or SAR shall terminate.

(j) Death o f Participant. Except as otherwise provided in the applicable Stock Award Agreement or other agreement between the Participant and the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death, or (ii) the Participant dies within the period (if any) specified in the Stock Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death, then the Option or SAR may be exercised (to the extent the Participant was entitled to exercise such Option or SAR as of the date of death) by the Participant’s estate, by a person who acquired the right to exercise the Option or SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participant’s death, but only within the period ending on the earlier of (i) the date eighteen (18) months following the date of death (or such longer or shorter period specified in the Stock Award Agreement, which period shall not be less than six (6) months if necessary to comply with applicable state laws), or (ii) the expiration of the term of such Option or SAR as set forth in the Stock Award Agreement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Stock Award Agreement (as applicable), the Option or SAR shall terminate.

(k) Termination for Cause. Except as explicitly provided otherwise in a Participant’s Stock Award Agreement, if a Participant’s Continuous Service is terminated for Cause, the Option or SAR shall terminate upon the termination date of such Participant’s Continuous Service, and the Participant shall be prohibited from exercising his or her Option or SAR from and after the time of such termination of Continuous Service.

(l) No n - Exempt E m ployees . No Option or SAR granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, shall be first exercisable for any shares of Common Stock until at least six months following the date of grant of the Option or SAR. Notwithstanding the foregoing, consistent with the provisions of the Worker Economic Opportunity Act, in the event of the Participant’s death or Disability, upon a Corporate Transaction or a Change in Control in which the vesting of such Options or SARs accelerates, or upon the Participant’s retirement (as such term may be defined in the Participant’s Stock Award Agreement or in another applicable agreement or in accordance with the Company’s then current employment policies and guidelines) any such vested Options and SARs may be exercised earlier than six months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay.

(m) Early Exercise o f Options. An Option may, but need not, include a provision whereby the Optionholder may elect at any time before the Optionholder’s Continuous Service terminates to exercise the Option as to any part or all of the shares of Common Stock subject to the Option prior to the full vesting of the Option. Subject to the “Repurchase Limitation” in Section 8(l), any unvested shares of Common Stock so purchased may be subject to a repurchase right in favor of the Company or to any other restriction the Board determines to be appropriate. Provided that the “Repurchase Limitation” in Section 8(l) is not violated, the Company shall not be required to exercise its repurchase right until at least six (6) months (or such longer or shorter period of time required to avoid classification of the Option as a liability for financial accounting purposes) have elapsed following exercise of the Option unless the Board otherwise specifically provides in the Option Agreement.

(n) Right of Repurchas e . Subject to the “Repurchase Limitation” in Section 8(l), the Option or SAR may include a provision whereby the Company may elect to repurchase all or any part of the vested shares of Common Stock acquired by the Participant pursuant to the exercise of the Option or SAR.

(o) Right of First Refusa l . The Option or SAR may include a provision whereby the Company may elect to exercise a right of first refusal following receipt of notice from the Participant of the intent to transfer all or any part of the shares of Common Stock received upon the exercise of the Option or SAR. Such right of first refusal shall be subject to the “Repurchase Limitation” in Section 8(l). Except as expressly provided in this Section 5(o) or in the Stock Award Agreement, such right of first refusal shall otherwise comply with any applicable provisions of the Bylaws of the Company.

6. Provisions of Restricted Stock Awards and Restricted Stock Units .

(a) Restricted Stock Awards . Each Restricted Stock Award Agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be (x) held in book entry form subject to the Company’s instructions until any restrictions relating to the Restricted Stock Award lapse; or (y) evidenced by a certificate, which certificate shall be held in such form and manner as determined by the Board. The terms and conditions of Restricted Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not be identical; provided, however , that each Restricted Stock Award Agreement shall conform to (through incorporation of the provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:

(i) Consideratio n . A Restricted Stock Award may be awarded in consideration for (A) cash or cash equivalents, (B) past or future services actually or to be rendered to the Company or an Affiliate, or (C) any other form of legal consideration that may be acceptable to the Board in its sole discretion and permissible under applicable law.

(ii) Vesting . Subject to the “Repurchase Limitation” in Section 8(l), shares of Common Stock awarded under the Restricted Stock Award Agreement may be subject to forfeiture to the Company in accordance with a vesting schedule to be determined by the Board.

(iii) Termination o f Participant’s Continuous Servic e . If a Participant’s Continuous Service terminates, the Company may receive through a forfeiture condition or a repurchase right, any or all of the shares of Common Stock held by the Participant that have not vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreement.

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(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement shall be transferable by the Participant only upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board shall determine in its sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted Stock Award Agreement.

(v) Dividends. A Restricted Stock Award Agreement may provide that any dividends paid on Restricted Stock will be subject to the same vesting and forfeiture restrictions as apply to the shares subject to the Restricted Stock Award to which they relate.

(b) Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each Restricted Stock Unit Award Agreement shall conform to (through incorporation of the provisions hereof by reference in the Agreement or otherwise) the substance of each of the following provisions:

(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be paid by the Participant upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if any) by the Participant for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in any form of legal consideration that may be acceptable to the Board in its sole discretion and permissible under applicable law.

(ii) Vesting. At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate.

(iii) Paymen t . A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.

(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate, may impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award.

(v) Dividend Equivalents. Dividend equivalents may be credited in respect of shares of Common Stock covered by a Restricted Stock Unit Award, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the sole discretion of the Board, such dividend equivalents may be converted into additional shares of Common Stock covered by the Restricted Stock Unit Award in such manner as determined by the Board. Any additional shares covered by the Restricted Stock Unit Award credited by reason of such dividend equivalents will be subject to all the terms and conditions of the underlying Restricted Stock Unit Award Agreement to which they relate.

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(vi) Termination o f Participant’s Continuous Service . Except as otherwise provided in the applicable Restricted Stock Unit Award Agreement, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous Service.

(vii) Compliance wit h Section 409A o f the Cod e . Notwithstanding anything to the contrary set forth herein, any Restricted Stock Unit Award granted under the Plan that is not exempt from the requirements of Section 409A of the Code shall contain such provisions so that such Restricted Stock Unit Award will comply with the requirements of Section 409A of the Code. Such restrictions, if any, shall be determined by the Board and contained in the Restricted Stock Unit Award Agreement evidencing such Restricted Stock Unit Award. For example, such restrictions may include, without limitation, a requirement that any Common Stock that is to be issued in a year following the year in which the Restricted Stock Unit Award vests must be issued in accordance with a fixed pre-determined schedule.

7. Covenants of the Company .

(a) Availability o f Shares. During the terms of the Stock Awards, the Company shall keep available at all times the number of shares of Common Stock [reasonably] required to satisfy such Stock Awards.

(b) Securities La w Compliance. The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards; provided, however, that this undertaking shall not require the Company to register under the Securities Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained. A Participant shall not be eligible for the grant of a Stock Award or the subsequent issuance of Common Stock pursuant to the Stock Award if such grant or issuance would be in violation of any applicable securities law.

(c) No Obligation to Notify. The Company shall have no duty or obligation to any Participant to advise such holder as to the time or manner of exercising such Stock Award. Furthermore, the Company shall have no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of a Stock Award or a possible period in which the Stock Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of a Stock Award to the holder of such Stock Award.

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8. Miscellaneous .

(a) Use o f Proceeds fro m Sales of Commo n Stock. Proceeds from the sale of shares of Common Stock pursuant to Stock Awards shall constitute general funds of the Company.

(b) Corporate Action Constituting Grant o f Stoc k Awards. Corporate action constituting a grant by the Company of a Stock Award to any Participant shall be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument, certificate, or letter evidencing the Stock Award is communicated to, or actually received or accepted by, the Participant.

(c) Stockholder Rights. No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to such Stock Award unless and until (i) such Participant has satisfied all requirements for exercise of the Stock Award pursuant to its terms, if applicable, and (ii) the issuance of the Common Stock subject to such Stock Award has been entered into the books and records of the Company.

(d) No Employment or Other Service Rights. Nothing in the Plan, any Stock Award Agreement or any other instrument executed thereunder or in connection with any Stock Award granted pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Stock Award was granted or shall affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.

(e) Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and any Affiliates) exceeds one hundred thousand dollars ($100,000), the Options or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s).

(f) Investme n t Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Stock Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Stock Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock subject to the Stock Award for the Participant’s own account and not with any present intention of selling or otherwise distributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (x) the issuance of the shares upon the exercise or acquisition of Common Stock under the Stock Award has been registered under a then currently effective registration statement under the Securities Act, or (y) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock.

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(g) Withholding Obligations. Unless prohibited by the terms of a Stock Award Agreement, the Company may, in its sole discretion, satisfy any federal, state or local tax withholding obligation relating to a Stock Award by any of the following means or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Stock Award; provided, however , that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law (or such lesser amount as may be necessary to avoid classification of the Stock Award as a liability for financial accounting purposes); (iii) withholding payment from any amounts otherwise payable to the Participant; (iv) withholding cash from a Stock Award settled in cash; or (v) by such other method as may be set forth in the Stock Award Agreement.

(h) Electronic Delivery . Any reference herein to a “written” agreement or document shall include any agreement or document delivered electronically or posted on the Company’s intranet.

(i) Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Stock Award may be deferred and may establish programs and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise providing services to the Company. The Board is authorized to make deferrals of Stock Awards and determine when, and in what annual percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous Service, and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law.

(j) Compliance wit h Section 409A. To the extent that the Board determines that any Stock Award granted hereunder is subject to Section 409A of the Code, the Stock Award Agreement evidencing such Stock Award shall incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code. To the extent applicable, the Plan and Stock Award Agreements shall be interpreted in accordance with Section 409A of the Code.

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(k) Compliance with Exemption Provided by Rule 12h-1(f) . If: (i) the aggregate of the number of Optionholders and the number of holders of all other outstanding compensatory employee stock options to purchase shares of Common Stock equals or exceeds five hundred (500), and (ii) the assets of the Company at the end of the Company’s most recently completed fiscal year exceed $10 million, then the following restrictions shall apply during any period during which the Company does not have a class of its securities registered under Section 12 of the Exchange Act and is not required to file reports under Section 15(d) of the Exchange Act: (A) the Options and, prior to exercise, the shares of Common Stock acquired upon exercise of the Options may not be transferred until the Company is no longer relying on the exemption provided by Rule 12h-1(f) promulgated under the Exchange Act (“ Rul e 12 h - 1(f ) ”), except: (1) as permitted by Rule 701(c) promulgated under the Securities Act, (2) to a guardian upon the disability of the Optionholder, or (3) to an executor upon the death of the Optionholder (collectively, the “ Permitted Transferees ”); provided, however , the following transfers are permitted: (i) transfers by the Optionholder to the Company, and (ii) transfers in connection with a change of control or other acquisition involving the Company, if following such transaction, the Options no longer remain outstanding and the Company is no longer relying on the exemption provided by Rule 12h-1(f); provided further , that any Permitted Transferees may not further transfer the Options; (B) except as otherwise provided in (A) above, the Options and shares of Common Stock acquired upon exercise of the Options are restricted as to any pledge, hypothecation, or other transfer, including any short position, any “put equivalent position” as defined by Rule 16a-1(h) promulgated under the Exchange Act, or any “call equivalent position” as defined by Rule 16a-1(b) promulgated under the Exchange Act by the Optionholder prior to exercise of an Option until the Company is no longer relying on the exemption provided by Rule 12h-1(f); and (C) at any time that the Company is relying on the exemption provided by Rule 12h-1(f), the Company shall deliver to Optionholders (whether by physical or electronic delivery or written notice of the availability of the information on an internet site) the information required by Rule 701(e)(3), (4), and (5) promulgated under the Securities Act every six (6) months, including financial statements that are not more than one hundred eighty (180) days old; provided, however , that the Company may condition the delivery of such information upon the Optionholder’s agreement to maintain its confidentiality.

(l) Repurchase Li m itatio n . The terms of any repurchase right shall be specified in the Stock Award Agreement. The repurchase price for vested shares of Common Stock shall be the Fair Market Value of the shares of Common Stock on the date of repurchase. The repurchase price for unvested shares of Common Stock shall be the lower of (i) the Fair Market Value of the shares of Common Stock on the date of repurchase or (ii) their original purchase price. However, the Company shall not exercise its repurchase right until at least six (6) months (or such longer or shorter period of time necessary to avoid classification of the Stock Award as a liability for financial accounting purposes) have elapsed following delivery of shares of Common Stock subject to the Stock Award, unless otherwise specifically provided by the Board.

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9. Adjustments Upon Changes in Common Stock; Other Corporate Events .

(a) Capitalization Adjustments . In the event of a Capitalization Adjustment, the Board shall appropriately and proportionately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c), and (iii) the class(es) and number of securities and price per share of stock subject to outstanding Stock Awards. The Board shall make such adjustments, and its determination shall be final, binding and conclusive.

(b) Dissolution or Liquidatio n . Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Common Stock not subject to a forfeiture condition or the Company’s right of repurchase) shall terminate immediately prior to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or subject to a forfeiture condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expired or terminated) before the dissolution or liquidation is completed but contingent on its completion.

(c) Corporate Transaction. The following provisions shall apply to Stock Awards in the event of a Corporate Transaction unless otherwise provided in the instrument evidencing the Stock Award or any other written agreement between the Company or any Affiliate and the holder of the Stock Award or unless otherwise expressly provided by the Board at the time of grant of a Stock Award. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate Transaction, then, notwithstanding any other provision of the Plan, the Board shall take one or more of the following actions with respect to Stock Awards, contingent upon the closing or completion of the Corporate Transaction:

(i) arrange for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) to assume or continue the Stock Award or to substitute a similar stock award for the Stock Award (including, but not limited to, an award to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate Transaction);

(ii) arrange for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to the Stock Award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company);

(iii) accelerate the vesting, in whole or in part, of the Stock Award (and, if applicable, the time at which the Stock Award may be exercised) to a date prior to the effective time of such Corporate Transaction as the Board shall determine (or, if the Board shall not determine such a date, to the date that is five (5) days prior to the effective date of the Corporate Transaction), with such Stock Award terminating if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction;

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(iv) arrange for the lapse of any reacquisition or repurchase rights held by the Company with respect to the Stock Award;

(v) cancel or arrange for the cancellation of the Stock Award, to the extent not vested or not exercised prior to the effective time of the Corporate Transaction, in exchange for such cash consideration, if any, as the Board, in its sole discretion, may consider appropriate; and

(vi) make a payment, in such form as may be determined by the Board equal to the excess, if any, of (A) the value of the property the holder of the Stock Award would have received upon the exercise of the Stock Award, over (B) any exercise price payable by such holder in connection with such exercise.

The Board need not take the same action with respect to all Stock Awards or with respect to all Participants.

(d) Change i n Control. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement between the Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration shall occur.

10. Termination or Suspension of the Plan .

(a) Plan Term. The Board may suspend or terminate the Plan at any time. Unless sooner terminated by the Board pursuant to Section 2, the Plan shall automatically terminate on the day before the tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board, or (ii) the date the Plan is approved by the stockholders of the Company. No Stock Awards may be granted under the Plan while the Plan is suspended or after it is terminated.

(b) No Impairment o f Rights. Suspension or termination of the Plan shall not impair rights and obligations under any Stock Award granted while the Plan is in effect except with the written consent of the affected Participant.

11. Effective Date of Plan .

This Plan shall become effective on the Effective Date.

12. Choice of Law .

The law of the State of Delaware shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to that state’s conflict of laws rules.

13. Definitions . As used in the Plan, the following definitions shall apply to the capitalized terms indicated below:

(a) “ Affiliat e ” means, at the time of determination, any “parent” or “majority-owned subsidiary” of the Company, as such terms are defined in Rule 405 of the Securities Act. The Board shall have the authority to determine the time or times at which “parent” or “majority- owned subsidiary” status is determined within the foregoing definition.

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(b) “ Board ” means the Board of Directors of the Company.

(c) “ Capitalization Adjustment ” means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure, or any similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards No. 123 (revised). Notwithstanding the foregoing, the conversion of any convertible securities of the Company shall not be treated as a Capitalization Adjustment.

(d) “ Caus e ” shall have the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term and, in the absence of such agreement, such term means with respect to a Participant, the occurrence of any of the following events: (i) such Participant’s commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) such Participant’s attempted commission of, or participation in, a fraud or act of dishonesty against the Company; (iii) such Participant’s intentional, material violation of any contract or agreement between the Participant and the Company or of any statutory duty owed to the Company; (iv) such Participant’s unauthorized use or disclosure of the Company’s confidential information or trade secrets; or (v) such Participant’s gross misconduct. The determination that a termination of the Participant’s Continuous Service is either for Cause or without Cause shall be made by the Company in its sole discretion. Any determination by the Company that the Continuous Service of a Participant was terminated with or without Cause for the purposes of outstanding Stock Awards held by such Participant shall have no effect upon any determination of the rights or obligations of the Company or such Participant for any other purpose.

(e) “ Change i n Control ” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:

(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (A) on account of the acquisition of securities of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities or (C) solely because the level of Ownership held by any Exchange Act Person (the “ Subject Perso n ”) exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur;

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(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction;

(iii) the stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or a complete dissolution or liquidation of the Company shall otherwise occur, except for a liquidation into a parent corporation;

(iv) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition; or

(v) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board.

Notwithstanding the foregoing definition or any other provision of this Plan, (A) the term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant shall supersede the foregoing definition with respect to Stock Awards subject to such agreement; provided, however, that if no definition of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply.

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(f) “ Cod e ” means the Internal Revenue Code of 1986, as amended, as well as any applicable regulations and guidance thereunder.

(g) “ Committe e ” means a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with Section 2(c).

(h) “ Common Stock ” means the common stock of the Company.

(i) “ Compan y ” means Adynxx, Inc., a Delaware corporation.

(j) “ Consultan t ” means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for such services. However, service solely as a Director, or payment of a fee for such service, shall not cause a Director to be considered a “Consultant” for purposes of the Plan.

(k) “ Continuous Servic e ” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Director, or Consultant or a change in the Entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, shall not terminate a Participant’s Continuous Service; provided, however , if the Entity for which a Participant is rendering service ceases to qualify as an Affiliate, as determined by the Board in its sole discretion, such Participant’s Continuous Service shall be considered to have terminated on the date such Entity ceases to qualify as an Affiliate. For example, a change in status from an employee of the Company to a consultant of an Affiliate or to a Director shall not constitute an interruption of Continuous Service. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of (i) any leave of absence approved by the Board or chief executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence shall be treated as Continuous Service for purposes of vesting in a Stock Award only to such extent as may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Participant, or as otherwise required by law.

(l) “ Corporate Transactio n ” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:

(i) the consummation of a sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets of the Company and its Subsidiaries;

(ii) the consummation of a sale or other disposition of at least ninety percent (90%) of the outstanding securities of the Company;

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(iii) the consummation of a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or

(iv) the consummation of a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.

(m ) “ Director ” means a member of the Board.

(n) “ Disabilit y ” means the inability of a Participant to engage in any substantially gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code and shall be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.

(o) “ Effective Dat e ” means the effective date of this Plan, which is the earlier of (i) the date that this Plan is first approved by the Company’s stockholders, or (ii) the date this Plan is adopted by the Board.

(p) “ Employe e ” means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services, shall not cause a Director to be considered an “Employee” for purposes of the Plan.

(q) “ Entit y ” means a corporation, partnership, limited liability company or other entity.

(r) “ Exchange Ac t ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(s) “ Exchange Act Perso n ” means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” shall not include (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to a registered public offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities.

21.

(t) “ Fair Market Value ” means, as of any date, the value of the Common Stock determined by the Board in compliance with Section 409A of the Code or, in the case of an Incentive Stock Option, in compliance with Section 422 of the Code.

(u) “ Incentive Stock Optio n ” means an option that qualifies as an “incentive stock option” within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

(v) “ Nonstatutory Stock Optio n ” means an Option that does not qualify as an Incentive Stock Option.

(w) “ Officer ” means any person designated by the Company as an officer.

(x) “ Optio n ” means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Plan.

(y) “ Option Agreement ” means a written agreement between the Company and an Optionholder evidencing the terms and conditions of an Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan.

(z) “ Optionholder ” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.

(aa) “ Ow n ,” “ Owned ,” “ Owner ,” “ Ownership ” A person or Entity shall be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.

(bb) “ Participan t ” means a person to whom a Stock Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Stock Award.

(cc) “ Pla n ” means this Adynxx, Inc. 2010 Equity Incentive Plan.

(dd) “ Restricted Stock Awar d ” means an award of shares of Common Stock which is granted pursuant to the terms and conditions of Section 6(a).

(ee) “ Restricted Stock Award Agreement ” means a written agreement between the Company and a holder of a Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award. Each Restricted Stock Award Agreement shall be subject to the terms and conditions of the Plan.

(ff) “ Restricted Stoc k Uni t Awar d ” means a right to receive shares of Common Stock which is granted pursuant to the terms and conditions of Section 6(b).

(gg) “ Restricted Stock Unit Award Agreement ” means a written agreement between the Company and a holder of a Restricted Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award Agreement shall be subject to the terms and conditions of the Plan.

22.

(hh) “ Rule 405 ” means Rule 405 promulgated under the Securities Act.

(ii) “ Rule 701 ” means Rule 701 promulgated under the Securities Act.

(jj) “ Securities Act ” means the Securities Act of 1933, as amended.

(kk) “ Stock Appreciation Right ” or “ SAR ” means a right to receive the appreciation on Common Stock that is granted pursuant to the terms and conditions of Section 5.

(ll) “ Stock Appreciation Righ t Agreement ” means a written agreement between the Company and a holder of a Stock Appreciation Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement shall be subject to the terms and conditions of the Plan.

(mm) “ Stock Award ” means any right to receive Common Stock granted under the Plan, including an Incentive Stock Option, a Nonstatutory Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, or a Stock Appreciation Right.

(nn) “ Stoc k Awar d Agreement ” means a written agreement between the Company and a Participant evidencing the terms and conditions of a Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions of the Plan.

(oo) “ Subsidiar y ” means, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%) .

(pp) “ Ten Percent Stockholder ” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Affiliate.

23.

Exhibit 10.8

ADYNXX, INC.

STOCK OPTION GRANT NOTICE

(2010 EQUITY INCENTIVE PLAN)

Adynxx, Inc. (the “ Company ”), pursuant to its 2010 Equity Incentive Plan (the “ Plan ”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the Option Agreement, the Plan, and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety.

	Optionholder:
	Date of Grant:
	Vesting Commencement Date:
	Number of Shares Subject to Option:
	Exercise Price (Per Share):
	Total Exercise Price:
	Expiration Date:

Type of Grant:	☐ Incentive Stock Option ¹	☐ Nonstatutory Stock Option

Exercise Schedule:	☐ Same as Vesting Schedule	☐ Early Exercise Permitted

Vesting Schedule:



Payment:	By one or a combination of the following items (described in the Option Agreement):

	☒ By cash or check
	☒ Pursuant to a Regulation T Program if the Shares are publicly traded
	☒ By delivery of already-owned shares if the Shares are publicly traded
	☐ By deferred payment
	☐ By net exercise ²

Additional Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice, the Option Agreement and the Plan. Optionholder further acknowledges that as of the Date of Grant, this Stock Option Grant Notice, the Option Agreement, and the Plan set forth the entire understanding between Optionholder and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements on that subject with the exception of (i) options previously granted and delivered to Optionholder under the Plan, and (ii) the following agreements only:

OTHER AGREEMENTS:

¹ If this is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options) cannot be first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option.

² An Incentive Stock Option may not be exercised by a net exercise arrangement.

ADYNXX, INC.		OPTIONHOLDER:

By:
	Signature		Signature

Title:		Date:

Date:

ATTACHMENTS : Option Agreement, 2010 Equity Incentive Plan and Notice of Exercise

ATTACHMENT I

OPTION AGREEMENT

ADYNXX, INC.

2010 EQUITY INCENTIVE PLAN

OPTION AGREEMENT

(INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)

Pursuant to your Stock Option Grant Notice (“ Grant Notice ”) and this Option Agreement, ADYNXX, INC. (the “ Company ”) has granted you an option under its 2010 Equity Incentive Plan (the “ Plan ”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

The details of your option are as follows:

1. VESTING. Subject to the limitations contained herein, your option will vest as provided in your Grant Notice, provided that vesting will cease upon the termination of your Continuous Service.

2. NUMBER OF SHARES AND EXERCISE PRICE. The number of shares of Common Stock subject to your option and your exercise price per share referenced in your Grant Notice may be adjusted from time to time for Capitalization Adjustments.

3. EXERCISE RESTRICTION FOR NON-EXEMPT EMPLOYEES. In the event that you are an Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended ( i.e. , a “ Non-Exempt Employee ”), you may not exercise your option until you have completed at least six (6) months of Continuous Service measured from the Date of Grant specified in your Grant Notice, notwithstanding any other provision of your option.

4. EXERCISE PRIOR TO VESTING (“EARLY EXERCISE”). If permitted in your Grant Notice ( i.e. , the “Exercise Schedule” indicates “Early Exercise Permitted”) and subject to the provisions of your option, you may elect at any time that is both (i) during the period of your Continuous Service and (ii) during the term of your option, to exercise all or part of your option, including the unvested portion of your option; provided, however, that:

(a) a partial exercise of your option shall be deemed to cover first vested shares of Common Stock and then the earliest vesting installment of unvested shares of Common Stock;

(b) any shares of Common Stock so purchased from installments that have not vested as of the date of exercise shall be subject to the purchase option in favor of the Company as described in the Company’s form of Early Exercise Stock Purchase Agreement;

(c) you shall enter into the Company’s form of Early Exercise Stock Purchase Agreement with a vesting schedule that will result in the same vesting as if no early exercise had occurred; and

(d) if your option is an Incentive Stock Option, then, to the extent that the aggregate Fair Market Value (determined at the time of grant) of the shares of Common Stock with respect to which your option plus all other Incentive Stock Options you hold are exercisable for the first time by you during any calendar year (under all plans of the Company and its Affiliates) exceeds one hundred thousand dollars ($100,000), your option(s) or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options.

5. METHOD OF PAYMENT. Payment of the exercise price is due in full upon exercise of all or any part of your option. You may elect to make payment of the exercise price in cash or by check or in any other manner permitted by your Grant Notice, which may include one or more of the following:

(a) Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal , pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds.

(b) Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal , by delivery to the Company (either by actual delivery or attestation) of already-owned shares of Common Stock that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise. Notwithstanding the foregoing, you may not exercise your option by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock.

(c) Pursuant to the following deferred payment alternative:

(i) Not less than one hundred percent (100%) of the aggregate exercise price, plus accrued interest, shall be due four (4) years from date of exercise or, at the Company’s election, upon termination of your Continuous Service.

(ii) Interest shall be compounded at least annually and shall be charged at the minimum rate of interest necessary to avoid (1) the treatment as interest, under any applicable provisions of the Code, of any amounts other than amounts stated to be interest under the deferred payment arrangement and (2) the classification of your option as a liability for financial accounting purposes.

(iii) In order to elect the deferred payment alternative, you must, as a part of your written notice of exercise, give notice of the election of this payment alternative and, in order to secure the payment of the deferred exercise price to the Company hereunder, if the Company so requests, you must tender to the Company a promissory note and a pledge agreement covering the purchased shares of Common Stock, both in form and substance satisfactory to the Company, or such other or additional documentation as the Company may request.

6. WHOLE SHARES. You may exercise your option only for whole shares of Common Stock.

7. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary contained herein, you may not exercise your option unless the shares of Common Stock issuable upon such exercise are then registered under the Securities Act or, if such shares of Common Stock are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of your option also must comply with other applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations.

8. TERM. You may not exercise your option before the commencement or after the expiration of its term. The term of your option commences on the Date of Grant and expires upon the earliest of the following:

(a) three (3) months after the termination of your Continuous Service for any reason other than your Disability or death, provided that if during any part of such three (3) month period your option is not exercisable solely because of the condition set forth in the section above relating to “Securities Law Compliance,” your option shall not expire until the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service;

(b) twelve (12) months after the termination of your Continuous Service due to your Disability;

(c) eighteen (18) months after your death if you die either during your Continuous Service or within three (3) months after your Continuous Service terminates;

(d) the Expiration Date indicated in your Grant Notice; or

(e) the day before the tenth (10th) anniversary of the Date of Grant.

If your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the date of grant of your option and ending on the day three (3) months before the date of your option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or your permanent and total disability, as defined in Section 22(e)(3) of the Code. (The definition of disability in Section 22(e)(3) of the Code is different from the definition of the Disability under the Plan). The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months after the date your employment with the Company or an Affiliate terminates.

9. EXERCISE.

(a) You may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so permits) during its term by delivering a Notice of Exercise (in a form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then require.

(b) By exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (1) the exercise of your option, (2) the lapse of any substantial risk of forfeiture to which the shares of Common Stock are subject at the time of exercise, or (3) the disposition of shares of Common Stock acquired upon such exercise.

(c) If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing within fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that occurs within two (2) years after the date of your option grant or within one (1) year after such shares of Common Stock are transferred upon exercise of your option.

(d) By exercising your option you agree that you shall not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock or other securities of the Company held by you, for a period of one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act or such longer period as necessary to permit compliance with NASD Rule 2711 or NYSE Member Rule 472 and similar rules and regulations (the “ Lock-Up Period ”); provided , however , that nothing contained in this section shall prevent the exercise of a repurchase option, if any, in favor of the Company during the Lock-Up Period. You further agree to execute and deliver such other agreements as may be reasonably requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to your shares of Common Stock until the end of such period. The underwriters of the Company’s stock are intended third party beneficiaries of this Section 9(d) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

10. TRANSFERABILITY. Your option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to exercise your option. In addition, if permitted by the Company you may transfer your option to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option is held in the trust, provided that you and the trustee enter into a transfer and other agreements required by the Company.

11. RIGHT OF FIRST REFUSAL. Shares of Common Stock that you acquire upon exercise of your option are subject to any right of first refusal that may be described in the Company’s bylaws in effect at such time the Company elects to exercise its right; provided, however, that if your option is an Incentive Stock Option and the right of first refusal described in the Company’s bylaws in effect at the time the Company elects to exercise its right is more beneficial to you than the right of first refusal described in the Company’s bylaws on the Date of Grant, then the right of first refusal described in the Company’s bylaws on the Date of Grant shall apply. The Company’s right of first refusal shall expire on the first date upon which any security of the Company is listed (or approved for listing) upon notice of issuance on a national securities exchange or quotation system.

12. RIGHT OF REPURCHASE. To the extent provided in the Company’s bylaws in effect at such time the Company elects to exercise its right, the Company shall have the right to repurchase all or any part of the shares of Common Stock you acquire pursuant to the exercise of your option.

13. OPTION NOT A SERVICE CONTRACT. Your option is not an employment or service contract, and nothing in your option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment. In addition, nothing in your option shall obligate the Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate.

14. WITHHOLDING OBLIGATIONS.

(a) At the time you exercise your option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your option.

(b) Upon your request and subject to approval by the Company, in its sole discretion, and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes). If the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option. Notwithstanding the filing of such election, shares of Common Stock shall be withheld solely from fully vested shares of Common Stock determined as of the date of exercise of your option that are otherwise issuable to you upon such exercise. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility.

(c) You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein unless such obligations are satisfied.

15. TAX CONSEQUENCES. You hereby agree that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You shall not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from your option or your other compensation. In particular, you acknowledge that this option is exempt from Section 409A of the Code only if the exercise price per share specified in the Grant Notice is at least equal to the “fair market value” per share of the Common Stock on the Date of Grant and there is no other impermissible deferral of compensation associated with the option. Because the Common Stock is not traded on an established securities market, the Fair Market Value is determined by the Board, perhaps in consultation with an independent valuation firm retained by the Company. You acknowledge that there is no guarantee that the Internal Revenue Service will agree with the valuation as determined by the Board, and you shall not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates in the event that the Internal Revenue Service asserts that the valuation determined by the Board is less than the “fair market value” as subsequently determined by the Internal Revenue Service.

16. NOTICES. Any notices provided for in your option or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company.

17. GOVERNING PLAN DOCUMENT. Your option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of your option and those of the Plan, the provisions of the Plan shall control.

ATTACHMENT II

2010 EQUITY INCENTIVE PLAN

ATTACHMENT III

NOTICE OF EXERCISE

Adynxx, Inc.
665 3rd Street, Suite 250
San Francisco, CA 94109	Date of Exercise:

Ladies and Gentlemen:

This constitutes notice under my stock option that I elect to purchase the number of shares for the price set forth below.

Type of option (check one):	Incentive ☐	Nonstatutory ☐

Stock option dated:

Number of shares as to which option is exercised:

Certificates to be issued in name of:

Total exercise price:	$

Cash payment delivered herewith:	$

By this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the Adynxx, Inc. 2010 Equity Incentive Plan to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option, and (iii) if this exercise relates to an incentive stock option, to notify you in writing within fifteen (15) days after the date of any disposition of any of the shares of Common Stock issued upon exercise of this option that occurs within two (2) years after the date of grant of this option or within one (1) year after such shares of Common Stock are issued upon exercise of this option.

I hereby make the following certifications and representations with respect to the number of shares of Common Stock of the Company listed above (the “ Shares ”), which are being acquired by me for my own account upon exercise of the Option as set forth above:

I acknowledge that the Shares have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), and are deemed to constitute “restricted securities” under Rule 701 and Rule 144 promulgated under the Securities Act. I warrant and represent to the Company that I have no present intention of distributing or selling said Shares, except as permitted under the Securities Act and any applicable state securities laws.

I further acknowledge that I will not be able to resell the Shares for at least ninety days (90) after the stock of the Company becomes publicly traded ( i.e. , subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934) under Rule 701 and that more restrictive conditions apply to affiliates of the Company under Rule 144.

I further acknowledge that all certificates representing any of the Shares subject to the provisions of the Option shall have endorsed thereon appropriate legends reflecting the foregoing limitations, as well as any legends reflecting restrictions pursuant to the Company’s Articles of Incorporation, Bylaws and/or applicable securities laws.

I further agree that, if required by the Company (or a representative of the underwriters) in connection with the first underwritten registration of the offering of any securities of the Company under the Securities Act, I will not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock or other securities of the Company for a period of one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act or such longer period as necessary to permit compliance with NASD Rule 2711 or NYSE Member Rule 472 and similar rules and regulations (the “ Lock-Up Period ”). I further agree to execute and deliver such other agreements as may be reasonably requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such period.

		Very truly yours,

Exhibit 99.1

Adynxx Completes Merger with Alliqua BioMedical, Adds Pierre Legault and Matt Ruth to Board of Directors

May 6, 2019

– Newl y Nasdaq-trade d Adynx x (ADYX ) focuse d o n developmen t o f novel , non-opioi d therapeutic s fo r th e treatmen t o f pai n an d inflammator y disease s –

SAN FRANCISCO, May 06, 2019 (GLOBE NEWSWIRE) -- Adynxx, Inc. (Nasdaq: ADYX), a clinical-stage biopharmaceutical company leading the development of transcription factor decoy technology and first-in-class therapeutics for the treatment of pain and inflammatory diseases, today announced the completion of its merger with Alliqua BioMedical, Inc.

In connection with the merger, Alliqua has changed its name to Adynxx, Inc. The combined organization will commence trading on May 6, 2019 on the Nasdaq Capital Market under the symbol “ADYX.” The company is based in San Francisco and now operating under the leadership of the Adynxx management team in place prior to the merger, including Rick Orr, Chief Executive Officer; Donald C. Manning, M.D., Ph.D., Chief Medical Officer; and Julien Mamet, Ph.D., founder and Chief Scientific Officer. In conjunction with the closing, Pierre Legault and Matthew Ruth have joined as directors.

“The closing of this transaction represents another significant milestone for Adynxx and reflects the unwavering support of our investors who share our commitment to the development of life-improving therapies for patients with unmet or underserved medical needs,” said Rick Orr. “With the access to public markets, we plan to rapidly advance the development of our AYX platform of transcription factor decoys, including the initiation of two Phase 2 studies of brivoligide, our lead product candidate for postoperative pain, and create additional value through pipeline expansion to establish Adynxx as a leading developer of treatments for pain and inflammatory diseases.”

“Speaking on behalf of our board of directors, we have tremendous confidence in Rick and his team, especially given Rick’s outstanding track record of building successful biopharmaceutical companies that have brought multiple new drug products to market and delivered strong returns for shareholders,” said Dennis Podlesak, Partner, Domain Associates and Adynxx’s Chairman. “Today we are also pleased to announce the addition to the board of Pierre Legault and Matt Ruth, two accomplished pharmaceutical industry leaders. Their guidance and expertise will be instrumental as we focus on building Adynxx and rapidly advancing the development of our novel, non-opioid pain therapeutics to address one of our country’s most significant health crises.”

Podlesak continued, “Pierre is a highly accomplished global pharmaceutical executive who has a proven history of building world class companies, both as a senior executive and board member. With the addition of Pierre to the board of directors, we benefit not only from his highly distinguished experience and operational expertise, but also from the recent relevant experience I shared with him and fellow Adynxx board member Eckard Weber on the board of Tobira Therapeutics. Tobira went public through the acquisition of Regado Biosciences in 2015 and was subsequently acquired by Allergan, creating significant value for the Tobira shareholders.”

“Matt joins the Adynxx board after having played key senior executive roles in successfully building multiple biopharmaceutical companies, all of which were acquired for significant premiums. Most recently Matt led the highly successful launch and commercialization of Narcan nasal spray at Adapt Pharmaceuticals,” Podlesak added. “Narcan, a product that can reverse the effects of opioid and heroin overdoses, has had a critical impact on the effort to combat the opioid epidemic, and we welcome Matt’s highly relevant insights and expertise as we work to develop therapeutics to reduce the need for opioid-based pain therapies.”

On May 3, 2019, prior to the consummation of the merger, Alliqua effected a one-for-six reverse stock split. All issued and outstanding Alliqua shares were subject to the reverse stock split. No fractional shares will be issued in connection with the reverse stock split. Instead, cash will be paid in lieu of fractions of shares. Upon completion of the merger, taking into consideration the reverse stock split, the holders of shares of Adynxx capital stock outstanding immediately prior to the merger received 0.0359 shares of Alliqua common stock in exchange for each share of Adynxx capital stock.

Following the reverse stock split and merger, the combined organization is expected to have approximately 5.8 million shares outstanding.

Adynxx will pay the previously announced special cash dividend of $1.05 per share as soon as practicable following consummation of the reverse stock split and merger. In addition, Adynxx intends to consummate the previously announced distribution of shares of AquaMed Technologies, Inc., currently a wholly-owned subsidiary of Adynxx, as soon as practicable following the satisfaction of all conditions to closing of the previously announced merger transaction between AquaMed and TO Pharmaceuticals, LLC, and in any event, no later than June 21, 2019.

Adynxx expects to receive a written notification from the Listing Qualifications Department of Nasdaq notifying the company that Nasdaq has determined, among other things, that the company’s stockholders’ equity does not comply with the minimum stockholders’ equity requirement for initial listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5505. Adynxx expects to submit a plan to Nasdaq to regain compliance with Nasdaq Listing Rule 5505.

Biographie s o f th e Ne w Boar d Member s

Pierre Legault

In addition to his membership on the Adynxx board of directors, Pierre Legault, MBA, CPA is the Chairman of Bicycle Therapeutics, a pharmaceutical company developing a new class of versatile, chemically synthesized medicines to address therapeutic needs unreachable with any other existing modality; Poxel, a biopharmaceutical company developing innovative drugs for metabolic diseases, including type 2 diabetes and non-alcoholic steatohepatitis; and Artios, a DNA damage repair company. Legault is also a member of the board of Clementia Pharmaceuticals, Urovant Sciences and Syndax Pharmaceuticals. In the past, he was a board member of Forest Laboratories, Tobira Therapeutics, NPS Pharmaceuticals, Regado Biosciences, Armo Biosciences, Iroko Pharmaceuticals, Cyclacel Pharmaceuticals, Eckerd Pharmacy and Nephrogenex, where he also served as the Chairman and Chief Executive Officer from 2012 to 2016. From 2010 to 2012, he served as the CEO of Prosidion. From 2009 to 2010, he was the CFO and Treasurer of OSI Pharmaceuticals. Legault also served as the CEO of Eckerd Pharmacy and Senior Executive Vice President and CAO of the Rite Aid Corporation. Between 1989 and 2005, he held various global roles such as President, CEO and CFO of a global group at Sanofi and legacy companies.

Matthew Ruth

In addition to his membership on the Adynxx board of directors, Matt Ruth is currently Senior Vice President, U.S. Chief Commercial Officer for Adapt Pharma, a division of Emergent Bio Solutions commercializing Narcan Nasal Spray, a product that can reverse the effects of opioid and heroin overdoses. Following a successful launch of Narcan in 2016, Adapt was acquired by Emergent BioSolutions for up to $735 million. From 2012 to 2015, Ruth was Chief Operating Officer for RightCare Solutions, a medical technology company that was acquired by NaviHealth in 2015. From 2007 to 2012, he was Vice President of Azur Pharma which was acquired by Jazz Pharma in 2012. From 2006 to 2007, he served as Vice President of Avanir Pharmaceuticals responsible for the commercial operation along with M&A activities, including the acquisition of Alamo Pharma and the sale of the CNS franchise to Azur. From 2000 to 2006, he held positions of increasing responsibility at Allergan.

About Adynxx

Adynxx is a clinical-stage biopharmaceutical company focused on bringing to market novel therapeutics for the treatment of pain and inflammatory diseases. A leader in transcription factor decoy technology, Adynxx is utilizing its platform of AYX transcription factor decoys to create first-in-class therapies with disease-modifying properties. Transcription factor decoys are short, synthetic double-stranded DNA oligonucleotides that bind to transcription factors and prevent their interaction with the genome, effectively inhibiting a coordinated network of pathologic gene expression. The AYX platform has applications across multiple disease states and has initially been leveraged to create novel, non-opioid therapeutics for the treatment of pain.

About Brivoligide

Clinical studies suggest that a single administration of brivoligide at the time of surgery can safely reduce pain for weeks, accelerate the time to achieve mild pain and substantially reduce the need for opioid use during recovery specifically in patients at greater risk of experiencing increased and prolonged pain following surgery. Brivoligide (formerly AYX1) is an intrathecally-administered, 23 base-pair, double-stranded DNA transcription factor decoy oligonucleotide. It inhibits the transcription factor EGR1 in the dorsal root ganglia and spinal cord at the time of surgery. EGR1 binds to the promoter regions of many genes associated with nociceptive sensitization and increased pain. EGR1 launches waves of gene regulation at the time of surgery that initiate and maintain neuronal sensitization. This sensitization may lead to increased and prolonged postoperative pain in certain patients who are relatively insensitive to analgesics and may be at high risk for elevated use of rapidly acting opioids, the type most commonly associated with Opioid Use Disorder or OUD.

Forward-Looking Statements

Statements contained in this press release that are not purely historical may be deemed to be forward-looking statements for the purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 and other federal securities laws. Without limiting the foregoing, the use of words such as “may,” “intends,” “can,” “might,” “will,” “expect,” “plan,” and other similar expressions are intended to identify forward-looking statements. The product candidates discussed are in clinic and not approved and there can be no assurance that the clinical programs will be successful in demonstrating safety and/or efficacy, that Adynxx will not encounter problems or delays in clinical development, or that any product candidate will ever receive regulatory approval or be successfully commercialized. All forward-looking statements are based on estimates and assumptions by Adynxx’s management that, although Adynxx believes to be reasonable, are inherently uncertain. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that Adynxx expected. In addition, Adynxx’s business is subject to additional risks and uncertainties, including among others, the initiation and conduct of preclinical studies and clinical trials; the timing and availability of data from preclinical studies and clinical trials; expectations for regulatory submissions and approvals; potential safety concerns related to, or efficacy of, Adynxx’s product candidates; the availability or commercial potential of product candidates; the ability to maintain continued listing of Adynxx’s common stock on The Nasdaq Stock Market or any national securities exchange; the consummation of the Special Dividend or the Distribution; and Adynxx’s and its partners’ ability to perform under their license, collaboration and manufacturing arrangements. These statements are also subject to a number of material risks and uncertainties that are described in the definitive proxy statement filed by Alliqua BioMedical, Inc. with the Securities and Exchange Commission on January 24, 2019, as updated by Adynxx’s subsequent filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it was made. Adynxx undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required under applicable law.

View source version on https://ir.adynxx.com/press-releases

Source: Adynxx, Inc.

Investors:

Patti Bank

Managing Director

Westwicke, an ICR company

(415) 513-1284

patti.bank@westwicke.com

Media:

David Schull

President

Russo Partners

(858) 717-2310

david.schull@russopartnersllc.com

Source: Adynxx, Inc.

Exhibit 99.2

Adynxx, Inc. Receives Nasdaq Notice of Delisting or Failure to Satisfy an Initial Listing Rule or Standard

SAN FRANCISCO, May 9, 2019 (GLOBE NEWSWIRE) -- Adynxx, Inc. (Nasdaq:ADYX), a clinical-stage biopharmaceutical company leading the development of transcription factor decoy technology and first-in-class therapeutics for the treatment of pain and inflammatory diseases, today announced that it received a Staff Delisting Determination Letter from The Nasdaq Stock Market, LLC on May 6, 2019 setting forth a determination to delist Adynxx’s common stock from The Nasdaq Capital Market as a result of Adynxx’s failure to satisfy Nasdaq Listing Rule 5505(a)(3), which requires a minimum of 300 round lot holders, and Nasdaq Listing Rule 5505(b)(1)(A), which requires a minimum of $5 million in stockholders’ equity.

In connection with the consummation of the merger of Adynxx with Alliqua BioMedical, Inc. and the commencement of trading of the combined organization’s common stock on The Nasdaq Capital Market, Adynxx previously announced that it expected to receive a delisting determination notifying Adynxx that Nasdaq has determined, among other things, that the combined organization does not satisfy the minimum stockholders’ equity requirement for initial listing on The Nasdaq Capital Market.

Adynxx has requested a hearing with a Hearings Panel at Nasdaq to appeal the delisting determination and expects to submit a plan to Nasdaq to regain compliance with Nasdaq Listing Rules 5505(a)(3) and 5505(b)(1)(A).

This announcement is made in compliance with Nasdaq Listing Rule 5810(b) which requires prompt disclosure of receipt of a Staff delisting determination.

About Adynxx

Forward-Looking Statements

Statements contained in this press release that are not purely historical may be deemed to be forward-looking statements for the purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 and other federal securities laws. Without limiting the foregoing, the use of words such as “may,” “intends,” “can,” “might,” “will,” “expect,” “plan,” and other similar expressions are intended to identify forward-looking statements. The forward-looking statements include statements or expectations regarding the Adynxx’s intent to appeal Nasdaq’s Delisting Determination, the continued listing of Adynxx’s securities on Nasdaq and the outcome of the appeal process, anticipated trading on the OTC Market and related matters. All forward-looking statements are based on estimates and assumptions by Adynxx’s management that, although Adynxx believes to be reasonable, are inherently uncertain. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that Adynxx expected. In addition, Adynxx’s business is subject to additional risks and uncertainties, including among others, the initiation and conduct of preclinical studies and clinical trials; the timing and availability of data from preclinical studies and clinical trials; expectations for regulatory submissions and approvals; potential safety concerns related to, or efficacy of, Adynxx’s product candidates; the availability or commercial potential of product candidates; the ability to maintain continued listing of Adynxx’s common stock on The Nasdaq Stock Market or any national securities exchange; and Adynxx’s and its partners’ ability to perform under their license, collaboration and manufacturing arrangements. These statements are also subject to a number of material risks and uncertainties that are described in the definitive proxy statement filed by Alliqua BioMedical, Inc. with the Securities and Exchange Commission on January 24, 2019, as updated by Adynxx’s subsequent filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it was made. Adynxx undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required under applicable law.