Exhibit 10.2


 


NAVIDEA BIOPHARMACEUTICALS, INC.


425 Metro Place North, Suite 450


Dublin, Ohio 43017


 


December 13, 2012


 


Platinum Montaur Life Sciences, LLC


152 West 57th Street, 4th Floor


New York, New York 10019


Attention: Dr. Michael Goldberg


 


		Re:	Automatic Conversion of Series B Convertible Preferred
Stock



 


Ladies and Gentlemen:


 


Reference is hereby
made to that certain Certificate of Designations, Voting Powers, Preferences, Limitations, Restrictions, and Relative Rights of
Series B Convertible Preferred Stock (the “Series B Certificate”) of Navidea Biopharmaceuticals, Inc. (the “Company”),
Section 9(a) of which provides, among other things, that all outstanding shares of Series B Preferred Stock shall automatically
convert into Common Stock at the Conversion Rate on December 31, 2012 (the “December 2012 Automatic Conversion”), subject
to the limitations set forth therein. Sections 3 and 10 of the Series B Certificate further provide that the powers, designations,
preferences and rights of the Series B Preferred Stock may be amended, altered, changed or repealed with the written consent of
not less than a majority of the then outstanding shares of Series B Preferred Stock. Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to them in the Series B Certificate.


 


Platinum-Montaur Life
Sciences, LLC and Platinum Partners Value Arbitrage Fund, L.P. (hereinafter referred to as “Platinum-Montaur”), as
the sole holders of Series B Preferred Stock, and the Company, hereby agree that the provisions of the Series B Certificate providing
for the December 2012 Automatic Conversion shall be deemed irrevocably waived by each of the Company and Platinum-Montaur through
December 31, 2013, whereupon all outstanding shares of Series B Preferred Stock shall automatically convert into Common Stock at
the Conversion Rate on that date, subject to the beneficial ownership limitations set forth in the Series B Certificate. The execution
of this letter agreement by Platinum-Montaur and the Company shall only constitute a waiver of the operation of the December 2012
Automatic Conversion provisions contained in of the Series B Certificate, and will not operate as a waiver by Platinum Montaur
or the Company of any other power, right or privilege under the Series B Certificate or preclude the further exercise thereof or
of any other right power or privilege.


 


Please countersign
this letter in order to evidence Platinum-Montaur’s agreement with this Agreement.


 


[Signature page follows]


 






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	 	 	 	Navidea biopharmaceuticals, inc.	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	By:	/s/ Brent L. Larson	 
	 	 	 	Name:	Brent L. Larson	 
	 	 	 	Title:	Senior VP and Chief Financial Officer	 
	 	 	 	 	 	 
	Acknowledged and agreed as of the date set forth above:	 	 	 	 
	 	 	 	 	 	 
	PLATINUM MONTAUR LIFE SCIENCES, LLC	 	 	 	 
	 	 	 	 	 	 
	By:	Platinum Partners Value Arbitrage Fund, L.P.	 	 	 
	 	 	 	 	 	 
	By:	Platinum Management (NY), LLC, General Partner	 	 	 
	 	 	 	 	 	 
	By:	/s/ Michael Goldberg	 	 	 	 
	Name:	Michael Goldberg	 	 	 	 
	Title:	Portfolio Manager	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	PLATINUM PARTNERS VALUE ARBITRAGE FUND,
L.P.	 	 	 	 
	 	 	 	 	 	 
	By:	Platinum Management (NY), LLC, General Partner	 	 	 
	 	 	 	 	 	 
	By:	/s/ Michael Goldberg	 	 	 	 
	Name:	Michael Goldberg	 	 	 	 
	Title:	Portfolio Manager	 	 	 	 
	 	 	 	 	 	 



 



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