AMENDED AND RESTATED FINANCING AGREEMENT Dated as of March 16, 2010 by and among UNIGENE LABORATORIES, INC., as Borrower, THE LENDERS PARTY HERETO and VICTORY PARK MANAGEMENT, LLC, as Agent $33,000,000 SENIOR SECURED CONVERTIBLE NOTESFinancing Agreement • March 17th, 2010 • Unigene Laboratories Inc • Medicinal chemicals & botanical products • Illinois
This AMENDED AND RESTATED FINANCING AGREEMENT (as same may be further amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), dated as of March 16, 2010, is being entered into by and among UNIGENE LABORATORIES, INC. (“Principal Borrower”), the lenders listed on the Schedule of Lenders attached hereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the “Agent”) for the Lenders and the Holders (as defined herein).
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • March 17th, 2010 • Unigene Laboratories Inc • Medicinal chemicals & botanical products • New York
AMENDMENT TO RIGHTS AGREEMENT, dated as of March 16, 2010 (this “Amendment”), between UNIGENE LABORATORIES, INC., a Delaware corporation (the “Company”), and REGISTRAR AND TRANSFER COMPANY, a New Jersey corporation (the “Rights Agent”). Capitalized terms used but otherwise not defined herein shall have the respective meanings ascribed to such terms in the Rights Agreement (as hereinafter defined).
THIS DOCUMENT WAS PREPARED BY, AND AFTER RECORDING, RETURN TO: David A. Baroni Latham & Watkins LLP Sears Tower, Suite 5800 233 South Wacker Drive Chicago, Illinois 60606 PROPERTY ADDRESS: This space reserved for Recorder’s use only.Mortgage, Security Agreement • March 17th, 2010 • Unigene Laboratories Inc • Medicinal chemicals & botanical products • Illinois
This MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING executed as of September 30, 2008 and effective and dated as of September 30, 2008 (the “Mortgage”), is made by UNIGENE LABORATORIES, INC., a Delaware corporation (the “Mortgagor”), to VICTORY PARK MANAGEMENT, LLC, a Delaware limited liability company, its successors and assigns (the “Mortgagee”), in its capacity as administrative agent and collateral agent for the Lenders and the Holders (as defined herein) under the Financing Agreement (as defined herein), for the benefit of the Lenders and the Holders.
THIS DOCUMENT WAS PREPARED BY, AND AFTER RECORDING, RETURN TO: John Krol, Esq. Katten Muchin Rosenman LLP 525 W. Monroe Street, Suite 1900 Chicago, Illinois 60661 PROPERTY ADDRESS: This space reserved for Recorder’s use only.Fixture Filing • March 17th, 2010 • Unigene Laboratories Inc • Medicinal chemicals & botanical products
This FIRST AMENDMENT TO MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING executed as of March 17, 2010 and effective and dated as of March 17, 2010 (this “Amendment”), is made by and between UNIGENE LABORATORIES, INC., a Delaware corporation (the “Mortgagor”), and VICTORY PARK MANAGEMENT, LLC, a Delaware limited liability company, its successors and assigns (the “Mortgagee”), in its capacity as administrative agent and collateral agent for the Lenders and the Holders (as defined in the Mortgage to which reference is hereinafter made) under the Financing Agreement (as defined in the Mortgage to which reference is hereinafter made), for the benefit of the Lenders and the Holders.
REAFFIRMATION OF AFFILIATE SUBORDINATION AGREEMENTAffiliate Subordination Agreement • March 17th, 2010 • Unigene Laboratories Inc • Medicinal chemicals & botanical products • Illinois
This REAFFIRMATION OF AFFILIATE SUBORDINATION AGREEMENT (this “Agreement”) is entered into as of March 17, 2010, by and among Jean Levy (“Levy”), Jaynjean Levy Family Limited Partnership, a Delaware limited partnership (the “Partnership” and, together with Levy, the “Subordinated Creditors”), Unigene Laboratories, Inc., a Delaware corporation (the “Company”), and Victory Park Management, LLC, a Delaware limited liability company, as Agent for all Senior Lenders party to the Senior Credit Agreement described in the Subordination Agreement. Capitalized terms used (including in the Recitals) but not defined herein shall have the meanings set forth in that certain Affiliate Subordination Agreement dated September 30, 2008 among Subordinated Creditors (with respect to Levy, as successor-in-interest to Jay Levy), Company and Agent (or the same may be amended, restated, supplemented and in effect from time to time, the “Subordination Agreement”).
