NAVIDEA BIOPHARAMACEUTICALS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent SECTION 382 RIGHTS AGREEMENT Dated as of April 7, 2022Section 382 Rights Agreement • April 12th, 2022 • Navidea Biopharmaceuticals, Inc. • In vitro & in vivo diagnostic substances • Delaware
The Company has generated NOLs and other Tax Benefits (as such terms are hereinafter defined) for United States Federal income tax purposes, and such NOLs and other Tax Benefits may potentially provide valuable tax benefits to the Company. The Company desires to avoid an “ownership change” within the meaning of Section 382 and the Treasury Regulations (as such terms are hereinafter defined) promulgated thereunder, and thereby avoid a substantial limitation on the future use of NOLs and other Tax Benefits.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 12th, 2022 • Navidea Biopharmaceuticals, Inc. • In vitro & in vivo diagnostic substances • Colorado
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is made effective as of April 10, 2022 by and between Navidea Biopharmaceuticals, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), and John K. Scott, Jr., an individual resident of the State of Colorado (“Investor”).
STOCK EXCHANGE AND LOAN AGREEMENTSecurity Agreement • April 12th, 2022 • Navidea Biopharmaceuticals, Inc. • In vitro & in vivo diagnostic substances • Colorado
The undersigned (“Investor”) hereby agrees to exchange all of his shares of Series E Redeemable Convertible Preferred Stock (the “Series E Shares”) in Navidea Biopharmaceuticals, Inc., a Delaware corporation with an address of 4995 Bradenton Ave #240, Dublin, OH 43017 (the “Company”) for other shares in two separate classes of preferred stock and as inducement to loan the Company certain funds as set forth in this Stock Exchange and Loan Agreement (“Agreement”), which is subject to the following terms and conditions:
SECURED TERM NOTESecured Term Note • April 12th, 2022 • Navidea Biopharmaceuticals, Inc. • In vitro & in vivo diagnostic substances
All overdue amounts under this Note shall accrue interest at shall mean twelve percent (12%) in cash per annum based on the actual number of days elapsed in a 360-day calendar year, effective as of the date of default, and shall be due and payable on demand. All payments hereunder shall be payable in lawful money of the United States of America which shall be legal tender for public and private debts at the time of payments.
SECURITY AGREEMENTSecurity Agreement • April 12th, 2022 • Navidea Biopharmaceuticals, Inc. • In vitro & in vivo diagnostic substances • Colorado
THIS SECURITY AGREEMENT (the “Agreement”) is made and entered into as of April 10, 2022 by Navidea Biopharmaceuticals, Inc., a Delaware corporation with an address of 4995 Bradenton Ave #240, Dublin, OH 43017 (“Debtor”) in favor of John Kim Scott Jr., and individual (“Secured Party”).
