CREDIT AGREEMENT dated as of March 12, 2014 by and between UNILIFE MEDICAL SOLUTIONS, INC., as the Borrower, and ROS ACQUISITION OFFSHORE LP, as the LenderAcknowledgement and Agreement • May 12th, 2014 • Unilife Corp • Surgical & medical instruments & apparatus • New York
THIS CREDIT AGREEMENT dated as of March 12, 2014 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between UNILIFE MEDICAL SOLUTIONS, INC., a Delaware corporation (the “Borrower”) and ROS ACQUISITION OFFSHORE LP, a Cayman Islands exempted limited partnership (together with its Affiliates, successors, transferees and assignees, the “Lender”). The Borrower and the Lender are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • May 12th, 2014 • Unilife Corp • Surgical & medical instruments & apparatus • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of March 12, 2014 (as amended, supplemented or otherwise modified from time to time, this “Security Agreement”), is made by UNILIFE MEDICAL SOLUTIONS, INC., a Delaware corporation (the “Borrower”), UNILIFE CORPORATION, a Delaware corporation (“Holdings”), Unilife Cross Farm LLC, a Delaware limited liability company (“Cross Farm”), UNILIFE MEDICAL SOLUTIONS PTY LIMITED, a company registered in South Australia with ACN 008 071 403 (“Solutions”) and UNITRACT SYRINGE PTY LTD, a company registered in Western Australia with ACN 101 059 723 (“Syringe”; and together with the Borrower, Holdings, Cross Farm and Solutions, and any other entity that may become a party hereto as provided herein, each a “Grantor” and, collectively, the “Grantors”) in favor of ROS ACQUISITION OFFSHORE LP, a Cayman Islands exempted limited partnership (together with its successors, transferees and assignees, the “Lender”), for itself and as agent for ROYALTY OPPORTUNITIES S
This instrument was prepared by and upon recording, return to: Stefanie L. Brennan, Esquire Pepper Hamilton LLPMortgage and Security Agreement • May 12th, 2014 • Unilife Corp • Surgical & medical instruments & apparatus
ROYALTY AGREEMENTRoyalty Agreement • May 12th, 2014 • Unilife Corp • Surgical & medical instruments & apparatus • New York
This ROYALTY AGREEMENT, dated as of March 12, 2014 (as amended, supplemented or otherwise modified from time to time, this “Royalty Agreement”), is made by and between ROYALTY OPPORTUNITIES S.À R.L, a Luxembourg société à responsabilité limitée (together with its Affiliates, successors, transferees and assignees, “ROS”), and Unilife Medical Solutions, Inc., a Delaware corporation (“Unilife”). ROS and Unilife are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • May 12th, 2014 • Unilife Corp • Surgical & medical instruments & apparatus • Pennsylvania
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”) is entered into by and between Unilife Corporation and R. Richard Wieland II (“Employee”). As used herein, the terms “Unilife” or “Company” mean Unilife Corporation and, in Sections 7-11 hereof, its subsidiaries, affiliates, successors and assigns.
GUARANTEEGuarantee • May 12th, 2014 • Unilife Corp • Surgical & medical instruments & apparatus • New York
This GUARANTEE, dated as of March 12, 2014 (as amended, supplemented or otherwise modified from time to time, this “Guarantee”), is made by UNILIFE CORPORATION, a Delaware corporation (“Holdings”), Unilife Cross Farm LLC, a Delaware limited liability company (“Cross Farm”), UNILIFE MEDICAL SOLUTIONS PTY LIMITED, a company registered in South Australia with ACN 008 071 403 (“Solutions”) and UNITRACT SYRINGE PTY LTD, a company registered in Western Australia with ACN 101 059 723 (“Syringe”); and together with Holdings, Cross Farm and Solutions and any additional Persons named pursuant to Section 5.5, each a “Guarantor” and collectively the “Guarantors”), in favor of ROS ACQUISITION OFFSHORE LP, a Cayman Islands exempted limited partnership (together with its Affiliates, successors, transferees and assignees, “ROS Acquisition”) and ROYALTY OPPORTUNITIES S.À R.L, a Luxembourg société à responsabilité limitée (together with its Affiliates, successors, transferees and assignees, “ROS”, and t
OMNIBUS WAIVER AND AMENDMENT TO THE LOAN DOCUMENTS Dated as of March 12, 2014Loan Documents • May 12th, 2014 • Unilife Corp • Surgical & medical instruments & apparatus • Pennsylvania
OMNIBUS WAIVER AND AMENDMENT TO THE LOAN DOCUMENTS (this “Agreement”) among UNILIFE CROSS FARM LLC, a Delaware limited liability company, as Borrower (the “Borrower”), UNILIFE MEDICAL SOLUTIONS, INC., a Delaware corporation (“UMS, INC.”) and UNILIFE CORPORATION, a Delaware corporation (called together with UMS, INC, the “Guarantors” and each, a “Guarantor”) and METRO BANK, as Lender and Secured Party (in such capacities, the “Lender”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Original Loan Agreement, or as context may require, the Original Loan Documents (each as defined below).
