SUBORDINATION AGREEMENTSubordination Agreement • June 28th, 2013 • Navidea Biopharmaceuticals, Inc. • In vitro & in vivo diagnostic substances • New York
THIS SUBORDINATION AGREEMENT (this “Agreement”) is entered into as of June 25, 2013, by and among Platinum-Montaur Life Sciences LLC, a Delaware limited liability company (together with its permitted successors and assigns, the “Subordinated Creditor”), and General Electric Capital Corporation, a Delaware corporation, in its capacity as agent for the lenders under the Senior Loan Agreement (as defined below) (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”).
WARRANT TO PURCHASE 135,542 SHARES OF COMMON STOCKNavidea Biopharmaceuticals, Inc. • June 28th, 2013 • In vitro & in vivo diagnostic substances • Delaware
THIS CERTIFIES THAT, for value received, MidCap Financial SBIC, LP (“Holder”) is entitled to subscribe for and purchase ONE HUNDRED THIRTY-FIVE THOUSAND FIVE HUNDRED FORTY-TWO (135,542) shares of fully paid and nonassessable shares of Common Stock of NAVIDEA BIOPHARMACEUTICALS, INC., a Delaware corporation (“Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Common Stock” shall mean Company’s presently authorized common stock, $0.001 par value per share, and any stock into which such Common Stock may hereafter be converted or exchanged and the term “Warrant Shares” shall mean the shares of Common Stock which Holder may acquire pursuant to this Warrant and any other shares of stock into which such shares of Common Stock may hereafter be converted or exchanged. This Warrant is being executed and delivered pursuant to the terms of a Loan and Security Agreement of even date a
ContractNavidea Biopharmaceuticals, Inc. • June 28th, 2013 • 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 June 25, 2013, by and among the Subordinated Creditor identified therein and General Electric Capital Corporation 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 th
WARRANT EXERCISE AGREEMENTWarrant Exercise Agreement • June 28th, 2013 • Navidea Biopharmaceuticals, Inc. • In vitro & in vivo diagnostic substances
This WARRANT EXERCISE AGREEMENT dated as of June 25, 2013 (this “Agreement”) is made by and between Navidea Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), and Platinum-Montaur Life Sciences, LLC, a Delaware limited liability company (the “Investor”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 28th, 2013 • Navidea Biopharmaceuticals, Inc. • In vitro & in vivo diagnostic substances • New York
THIS LOAN AND SECURITY AGREEMENT, dated as of June 25, 2013 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among General Electric Capital Corporation (“GECC”), in its capacity as administrative and collateral agent for Lenders (together with its successors and assigns in such capacity, “Agent”), the financial institutions who are or hereafter become parties to this Agreement as lenders (together with GECC, collectively the “Lenders”, and each individually, a “Lender”), Navidea Biopharmaceuticals, Inc., a Delaware corporation (“Borrower”), and the other Persons (as defined below), if any, who are or hereafter become parties to this Agreement as guarantors (each a “Guarantor” and collectively, the “Guarantors”, and together with Borrower, each a “Loan Party” and collectively, “Loan Parties”).
AMENDMENT TO LOAN AGREEMENTLoan Agreement • June 28th, 2013 • Navidea Biopharmaceuticals, Inc. • In vitro & in vivo diagnostic substances
This Amendment to Loan Agreement (the “Amendment”) is made as of the 25th day of June, 2013, by and between NAVIDEA BIOPHARMACEUTICALS, INC., a Delaware corporation (the “Borrower”), and PLATINUM-MONTAUR LIFE SCIENCES, LLC, a Delaware limited liability company (the “Lender”).
