SUBORDINATION AGREEMENTSubordination Agreement • May 15th, 2015 • Navidea Biopharmaceuticals, Inc. • In vitro & in vivo diagnostic substances • New York
THIS SUBORDINATION AGREEMENT (this “Agreement”) is entered into as of May 8, 2015, by and among Platinum-Montaur Life Sciences LLC, a Delaware limited liability company (together with its permitted successors and assigns, the “Subordinated Creditor”), and Capital Royalty Partners II L.P., Capital Royalty Partners II – Parallel Fund “A” L.P. and Parallel Investment Opportunities Partners II L.P. (together, the “Senior Creditors” and each, a “Senior Creditor”), Capital Royalty Partners II L.P., in its capacity as control agent for the Senior Creditors (together with its successors and assigns, in such capacity, the “Senior Creditor Agent”), and is consented to and acknowledged by Navidea Biopharmaceuticals, Inc., a Delaware corporation (the “Borrower”, and together with any other borrower or guarantor of the Senior Debt (as defined below), collectively, the “Company”).
ContractNavidea Biopharmaceuticals, Inc. • May 15th, 2015 • In vitro & in vivo diagnostic substances
THIS INSTRUMENT AND THE INDEBTEDNESS, RIGHTS AND OBLIGATIONS EVIDENCED HEREBY AND ANY LIENS OR OTHER SECURITY INTERESTS SECURING SUCH RIGHTS AND OBLIGATIONS ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, RESTATED, SUPPLEMENTED OR MODIFIED FROM TIME TO TIME, THE "SUBORDINATION AGREEMENT") DATED AS OF MAY 8, 2015, BY AND AMONG THE SUBORDINATED CREDITOR IDENTIFIED THEREIN AND CAPITAL ROYALTY PARTNERS II L.P. IN ITS CAPACITY AS AGENT FOR CERTAIN LENDERS (TOGETHER WITH ITS SUCCESSORS AND ASSIGNS, "SENIOR CREDITOR AGENT"), TO CERTAIN INDEBTEDNESS, RIGHTS, AND OBLIGATIONS OF NAVIDEA BIOPHARMACEUTICALS, INC. TO SENIOR CREDITOR AGENT AND SENIOR CREDITOR (AS DEFINED THEREIN) AND LIENS AND SECURITY INTERESTS OF SENIOR CREDITOR AGENT SECURING THE SAME ALL AS DESCRIBED IN THE SUBORDINATION AGREEMENT; AND EACH HOLDER AND TRANSFEREE OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBO
SECURITY AGREEMENTSecurity Agreement • May 15th, 2015 • Navidea Biopharmaceuticals, Inc. • In vitro & in vivo diagnostic substances • New York
SECURITY AGREEMENT dated as of May 15, 2015 among NAVIDEA PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), MACROPHAGE THERAPEUTICS, INC., a Delaware corporation (“Macrophage”; collectively with each entity that becomes a “Grantor” hereunder as contemplated by Section 5.12, the “Grantors” and each, a “Grantor”), CAPITAL ROYALTY PARTNERS II L.P., CAPITAL ROYALTY PARTNERS II – PARALLEL FUND “A” L.P. and PARALLEL INVESTMENT OPPORTUNITIES PARTNERS II L.P. (together, the “Lenders” and each, a “Lender”) and CAPITAL ROYALTY PARTNERS II L.P., as control agent for the Secured Parties (in such capacity, the “Control Agent” and, together with the Lenders, the “Secured Parties” and each, a “Secured Party”).
THIRD AMENDMENT TO LOAN AGREEMENTLoan Agreement • May 15th, 2015 • Navidea Biopharmaceuticals, Inc. • In vitro & in vivo diagnostic substances
This Third Amendment to Loan Agreement (the “Third Amendment”) is made as of the 8th day of May, 2015, by and between NAVIDEA BIOPHARMACEUTICALS, INC., a Delaware corporation (the “Borrower”), and PLATINUM-MONTAUR LIFE SCIENCES, LLC, a Delaware limited liability company (the “Lender”).
