Exhibit 10.1


 


 





 





LOAN AND SECURITY AGREEMENT


 


THIS LOAN AND SECURITY
AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”)
dated as of March 4, 2014 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company
with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent
(in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise
a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively,
the “Lenders”), and NAVIDEA BIOPHARMACEUTICALS, INC., a Delaware corporation with offices located at 5600 Blazer
Parkway, Dublin, OH 43017 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and
Borrower shall repay the Lenders. The parties agree as follows:


 


		1.	ACCOUNTING
                                         AND OTHER TERMS



 


1.1Accounting
terms not defined in this Agreement shall be construed in accordance with GAAP. Calculations and determinations must be made in
accordance with GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13.
All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent
such terms are defined therein. All references to “Dollars” or “$” are United States Dollars,
unless otherwise noted.


 


		2.	LOANS
                                         AND TERMS OF PAYMENT



 


2.1Promise
to Pay. Borrower hereby unconditionally promises to pay each Lender, the outstanding principal amount of all Term Loans advanced
to Borrower by such Lender and accrued and unpaid interest thereon and any other amounts due hereunder as and when due in accordance
with this Agreement.


 


2.2Term Loan.


 


(a)Availability.
Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, to make term loans to Borrower
on the Effective Date in an aggregate amount of Thirty Million Dollars ($30,000,000.00) according to each Lender’s Term
Loan Commitment as set forth on Schedule 1.1 hereto (such Term Loan is hereinafter referred to singly as a “Term
Loan”, and collectively as the “Term Loans”). After repayment, no Term Loan may be re-borrowed.


 


(b)Repayment.
Borrower shall make monthly payments of interest only commencing on the first (1st) Payment Date following the Funding
Date of the Term Loan, and continuing on the Payment Date of each successive month thereafter through and including the Payment
Date immediately preceding the Amortization Date. Borrower agrees to pay, on the Funding Date of the Term Loan, any initial partial
monthly interest payment otherwise due for the period between the Funding Date of the Term Loan and the first Payment Date thereof.
Commencing on the Amortization Date, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive
equal monthly payments of principal and interest, in arrears, to each Lender, as calculated by Collateral Agent (which calculations
shall be deemed correct absent manifest error) based upon: (1) the amount of such Lender’s Term Loan, (2) the effective
rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to the Repayment Schedule. All unpaid
principal and accrued and unpaid interest with respect to the Term Loan is due and payable in full on the Maturity Date. the Term
Loan may only be prepaid in accordance with Sections 2.2(c) and 2.2(d).


 


(c)Mandatory
Prepayments. If the Term Loan is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay
to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all
outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (ii) the Final
Payment, (iii) the Prepayment Fee, plus (iv) all other Obligations that are due and payable, including Lenders’ Expenses
and interest at the Default Rate with respect to any past due amounts. Notwithstanding (but without duplication with) the foregoing,
on the Maturity Date, if the Final Payment had not previously been paid in full in connection with the prepayment of the Term
Loans in full, Borrower shall pay to Collateral Agent, for payment to each Lender in accordance with its respective Pro Rata Share,
the Final Payment in respect of the Term Loan(s).


 






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(d)Permitted
Prepayment of Term Loans. Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced
by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay
the Term Loans at least fifteen (15) days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment,
payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal
of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment
Fee, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate
with respect to any past due amounts.


 


2.3Payment
of Interest on the Credit Extensions.


 


(a)Interest Rate.
Subject to Section 2.3(b), the principal amount outstanding under the Term Loans shall accrue interest at a fixed per
annum rate (which rate shall be fixed for the duration of the applicable Term Loan) equal to the Basic Rate, which interest shall
be payable monthly in arrears in accordance with Sections 2.2(b) and 2.3(e). Interest shall accrue on each Term Loan commencing
on, and including, the Funding Date of such Term Loan, and shall accrue on the principal amount outstanding under such Term Loan
through and including the day on which such Term Loan is paid in full.


 


(b)Default Rate.
Immediately upon the occurrence and during the continuance of an Event of Default, Obligations shall accrue interest at a fixed
per annum rate equal to the rate that is otherwise applicable thereto plus five percentage points (5.00%) (the “Default
Rate”). Payment or acceptance of the increased interest rate provided in this Section 2.3(b) is not a permitted
alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights
or remedies of Collateral Agent.


 


(c)360-Day Year.
Interest shall be computed on the basis of a three hundred sixty (360) day year consisting of twelve (12) months of thirty (30)
days.


 


(d)Debit of Accounts.
Collateral Agent and each Lender may debit (or ACH) any deposit accounts, maintained by Borrower or any of its Subsidiaries, including
the Designated Deposit Account, for principal and interest payments or any other amounts Borrower owes the Lenders under the Loan
Documents when due. Any such debits (or ACH activity) shall not constitute a set-off.


 


(e)Payments.
Except as otherwise expressly provided herein, all payments by Borrower under the Loan Documents shall be made to the respective
Lender to which such payments are owed, at such Lender’s office in immediately available funds on the date specified herein.
Unless otherwise provided, interest is payable monthly on the Payment Date of each month. Payments of principal and/or interest
received after 12:00 noon Eastern time are considered received at the opening of business on the next Business Day. When a payment
is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable,
shall continue to accrue until paid. All payments to be made by Borrower hereunder or under any other Loan Document, including
payments of principal and interest, and all fees, expenses, indemnities and reimbursements, shall be made without set-off, recoupment
or counterclaim, in lawful money of the United States and in immediately available funds.


 


2.4Secured
Promissory Notes. The Term Loan shall be evidenced by a Secured Promissory Note or Notes in the form attached as Exhibit D
hereto (each a “Secured Promissory Note”), and shall be repayable as set forth in this Agreement. Borrower
irrevocably authorizes each Lender to make or cause to be made, on or about the Funding Date of any Term Loan or at the time of
receipt of any payment of principal on such Lender’s Secured Promissory Note, an appropriate notation on such Lender’s
Secured Promissory Note Record reflecting the making of such Term Loan or (as the case may be) the receipt of such payment. The
outstanding amount of each Term Loan set forth on such Lender’s Secured Promissory Note Record shall be prima facie evidence
of the principal amount thereof owing and unpaid to such Lender, but the failure to record, or any error in so recording, any
such amount on such Lender’s Secured Promissory Note Record shall not limit or otherwise affect the obligations of Borrower
under any Secured Promissory Note or any other Loan Document to make payments of principal of or interest on any Secured Promissory
Note when due. Upon receipt of an affidavit of an officer of a Lender as to the loss, theft, destruction, or mutilation of its
Secured Promissory Note, Borrower shall issue, in lieu thereof, a replacement Secured Promissory Note in the same principal
amount thereof and of like tenor.


 






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2.5Fees.
Borrower shall pay to Collateral Agent (without duplication with any other provision or payment required herein):


 


(a)Facility Fee.
A fully earned, non-refundable facility fee of One Hundred Forty Thousand Dollars ($140,000.00) to be shared between the Lenders
pursuant to their respective Commitment Percentages payable on the Effective Date;


 


(b)Final Payment.
The Final Payment, when due hereunder, to be shared between the Lenders in accordance with their respective Pro Rata Shares;


 


(c)Prepayment
Fee. The Prepayment Fee, when due hereunder, to be shared between the Lenders in accordance with their respective Pro Rata
Shares;


 


(d)Lenders’
Expenses. All Lenders’ Expenses (including reasonable attorneys’ fees and expenses for documentation and negotiation
of this Agreement) incurred through and after the Effective Date, when due.


 


2.6Withholding.
Payments received by the Lenders from Borrower hereunder will be made free and clear of and without deduction for any and
all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by
any governmental authority (including any interest, additions to tax or penalties applicable thereto). Specifically, however,
if at any time any Governmental Authority, applicable law, regulation or international agreement requires Borrower to make any
withholding or deduction from any such payment or other sum payable hereunder to the Lenders, Borrower hereby covenants and agrees
that the amount due from Borrower with respect to such payment or other sum payable hereunder will be increased to the extent
necessary to ensure that, after the making of such required withholding or deduction, each Lender receives a net sum equal to
the sum which it would have received had no withholding or deduction been required and Borrower shall pay the full amount withheld
or deducted to the relevant Governmental Authority. Borrower will, upon request, furnish the Lenders with proof reasonably satisfactory
to the Lenders indicating that Borrower has made such withholding payment; provided, however, that Borrower need not make any
withholding payment if the amount or validity of such withholding payment is contested in good faith by appropriate and timely
proceedings and as to which payment in full is bonded or reserved against by Borrower. The agreements and obligations of Borrower
contained in this Section 2.6 shall survive the termination of this Agreement.


 


		3.	CONDITIONS
                                         OF LOANS



 


3.1Conditions
Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan is subject to the condition precedent
that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral
Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably
deem necessary or appropriate, including, without limitation:


 


(a)original Loan
Documents, each duly executed by Borrower and each Subsidiary, as applicable;


 


(b)duly executed
original Control Agreements with respect to any Collateral Accounts maintained by Borrower;


 


(c)duly executed
original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage;


 






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(d)the certificate(s)
for the Shares, together with Assignment(s) Separate from Certificate, duly executed in blank;


 


(e)the Operating
Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency)
of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower
and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective
Date;


 


(f)a completed Perfection
Certificate for Borrower and each of its Subsidiaries;


 


(g)the Annual Projections,
for the current calendar year;


 


(h)duly executed
original officer’s certificate for Borrower, in a form acceptable to Collateral Agent and the Lenders;


 


(i)certified copies,
dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral
Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any
such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension,
will be terminated or released;


 


(j)an Access Agreement
for each leased location or third party location to the extent required pursuant to Section 6.11;


 


(k)a duly executed
legal opinion of counsel to Borrower dated as of the Effective Date;


 


(l)evidence satisfactory
to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect,
together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral
Agent, for the ratable benefit of the Lenders;


 


(m)a payoff letter
from General Electric Capital Corporation, as Collateral Agent, in respect of the Existing Indebtedness;


 


(n)evidence that
(i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing
the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently
with the initial Credit Extension, be terminated;


 


(o)a subordination
agreement, duly executed by each holder of Subordinated Debt;


 


(p)payment of the
fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.


 


3.2Conditions
Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit
Extension, is subject to the following conditions precedent:


 


(a)receipt by Collateral
Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto;


 


(b)the representations
and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement
Letter and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable
to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided,
further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete
in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit
Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties
in Section 5 hereof are true, accurate and complete in all material respects; provided, however, that such materiality qualifier
shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text
thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true,
accurate and complete in all material respects as of such date;


 






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(c)in such Lender’s
sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual
Projections of Borrower presented to and accepted by Collateral Agent and each Lender;


 


(d)to the extent
not delivered at the Effective Date, duly executed original Secured Promissory Notes and Warrants, in number, form and content
acceptable to each Lender, and in favor of each Lender according to its Commitment Percentage, with respect to each Credit Extension
made by such Lender after the Effective Date; and


 


(e)payment of the
fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.


 


3.3Covenant
to Deliver. Borrower agrees to deliver to Collateral Agent and the Lenders each item required to be delivered to Collateral
Agent under this Agreement as a condition precedent to any Credit Extension. Borrower expressly agrees that a Credit Extension
made prior to the receipt by Collateral Agent or any Lender of any such item shall not constitute a waiver by Collateral Agent
or any Lender of Borrower’s obligation to deliver such item, and any such Credit Extension in the absence of a required
item shall be made in each Lender’s sole discretion.


 


3.4Procedures
for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making of a Term Loan set forth
in this Agreement, to obtain a Term Loan, Borrower shall notify the Lenders (which notice shall be irrevocable) by electronic
mail, facsimile, or telephone by 12:00 noon Eastern time three (3) Business Days prior to the date the Term Loan is to be made.
Together with any such electronic, facsimile or telephonic notification, Borrower shall deliver to the Lenders by electronic mail
or facsimile a completed Disbursement Letter executed by a Responsible Officer or his or her designee. The Lenders may rely on
any telephone notice given by a person whom a Lender reasonably believes is a Responsible Officer or designee. On the Funding
Date, each Lender shall credit and/or transfer (as applicable) to the Designated Deposit Account, an amount equal to its Term
Loan Commitment.


 


		4.	CREATION
                                         OF SECURITY INTEREST



 


4.1Grant of
Security Interest. Borrower hereby grants Collateral Agent, for the ratable benefit of the Lenders, to secure the payment
and performance in full of all of the Obligations, a continuing security interest in, and pledges to Collateral Agent, for the
ratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all
proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein is and shall
at all times continue to be a first priority perfected security interest in the Collateral, subject only to Permitted Liens that
are permitted by the terms of this Agreement to have priority to Collateral Agent’s Lien. If Borrower shall acquire a commercial
tort claim (as defined in the Code), Borrower, shall promptly notify Collateral Agent in a writing signed by Borrower, as the
case may be, of the general details thereof (and further details as may be required by Collateral Agent) and grant to Collateral
Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon
the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Collateral Agent.


 


If this Agreement
is terminated, Collateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity
obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations)
and at such time as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent shall, at the sole
cost and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower.


 


4.2Authorization
to File Financing Statements. Borrower hereby authorizes Collateral Agent to file financing statements or take any other action
required to perfect Collateral Agent’s security interests in the Collateral, without notice to Borrower, with all appropriate
jurisdictions to perfect or protect Collateral Agent’s interest or rights under the Loan Documents, including a notice that
any disposition of the Collateral, except to the extent permitted by the terms of this Agreement, by Borrower, or any other Person,
shall be deemed to violate the rights of Collateral Agent under the Code.


 






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4.3Pledge of
Collateral. Borrower hereby pledges, assigns and grants to Collateral Agent, for the ratable benefit of the Lenders, a security
interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property
paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash
proceeds of the foregoing, as security for the performance of the Obligations. On the Effective Date, or, to the extent not certificated
as of the Effective Date, within ten (10) days of the certification of any Shares, the certificate or certificates for the Shares
will be delivered to Collateral Agent, accompanied by an instrument of assignment duly executed in blank by Borrower. To the extent
required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part
of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of
an Event of Default hereunder, Collateral Agent may effect the transfer of any securities included in the Collateral (including
but not limited to the Shares) into the name of Collateral Agent and cause new (as applicable) certificates representing such
securities to be issued in the name of Collateral Agent or its transferee. Borrower will execute and deliver such documents, and
take or cause to be taken such actions, as Collateral Agent may reasonably request to perfect or continue the perfection of Collateral
Agent’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuing, Borrower shall
be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect
thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent
with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights
to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default.


 


		5.	REPRESENTATIONS
                                         AND WARRANTIES



 


Borrower represents
and warrants to Collateral Agent and the Lenders as follows:


 


5.1Due Organization,
Authorization: Power and Authority. Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered
Organization in its jurisdictions of organization or formation and Borrower and each of its Subsidiaries is qualified and licensed
to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property
requires that it be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change.
In connection with this Agreement, Borrower and each of its Subsidiaries has delivered to Collateral Agent a completed perfection
certificate signed by an officer of Borrower or such Subsidiary (each a “Perfection Certificate” and collectively,
the “Perfection Certificates”). Borrower represents and warrants that (a) Borrower and each of its Subsidiaries’
exact legal name is that which is indicated on its respective Perfection Certificate and on the signature page of each Loan Document
to which it is a party; (b) Borrower and each of its Subsidiaries is an organization of the type and is organized in the
jurisdiction set forth on its respective Perfection Certificate; (c) each Perfection Certificate accurately sets forth each
of Borrower’s and its Subsidiaries’ organizational identification number or accurately states that Borrower or such
Subsidiary has none; (d) each Perfection Certificate accurately sets forth Borrower’s and each of its Subsidiaries’
place of business, or, if more than one, its chief executive office as well as Borrower’s and each of its Subsidiaries’
mailing address (if different than its chief executive office); (e) Borrower and each of its Subsidiaries (and each of its
respective predecessors) have not, in the past five (5) years, changed its jurisdiction of organization, organizational structure
or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection
Certificates pertaining to Borrower and each of its Subsidiaries, is accurate and complete (it being understood and agreed that
Borrower and each of its Subsidiaries may from time to time update certain information in the Perfection Certificates (including
the information set forth in clause (d) above) after the Effective Date to the extent permitted by one or more specific provisions
in this Agreement); such updated Perfection Certificates subject to the review and approval of Collateral Agent. If Borrower or
any of its Subsidiaries is not now a Registered Organization but later becomes one, Borrower shall notify Collateral Agent of
such occurrence and provide Collateral Agent with such Person’s organizational identification number within five (5) Business
Days of receiving such organizational identification number.


 






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The execution, delivery
and performance by Borrower and each of its Subsidiaries of the Loan Documents to which it is a party have been duly authorized,
and do not (i) conflict with any of Borrower’s or such Subsidiaries’ organizational documents, including its
respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement
of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree,
determination or award of any Governmental Authority by which Borrower or such Subsidiary, or any of their property or assets
may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from,
any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect)
or are being obtained pursuant to Section 6.1(b), or (v) constitute an event of default under any material agreement by which
Borrower or any of such Subsidiaries, or their respective properties, is bound. Neither Borrower nor any of its Subsidiaries is
in default under any agreement to which it is a party or by which it or any of its assets is bound in which such default could
reasonably be expected to have a Material Adverse Change.


 


5.2Collateral.


 


(a)Borrower has
good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to grant a Lien under
the Loan Documents, free and clear of any and all Liens except Permitted Liens, and Borrower does not have any Deposit Accounts,
Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment
accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of
which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions, to the extent each purports to grant
a Lien therein under the Loan Documents, as are necessary to give Collateral Agent a perfected security interest therein. The
Accounts are bona fide, existing obligations of the Account Debtors.


 


(b)On the Effective
Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party
bailee (such as a warehouse), and (ii)  no such third party bailee possesses components of the Collateral in excess of One
Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral shall be maintained at locations other than as
disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11.


 


(c)All Inventory
is in all material respects of good and marketable quality, free from material defects.


 


(d)Borrower and
each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all
Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries
is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary
is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest
in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property,
or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right
to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower
or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary
is the licensee (other than over-the-counter software that is commercially available to the public).


 


5.3Litigation.
Except as disclosed (i) on the Perfection Certificates, or (ii) in accordance with Section 6.9 hereof, there
are no actions, suits, investigations, or proceedings pending or, to the knowledge of the Responsible Officers, threatened in
writing by or against Borrower or any of its Subsidiaries involving more than Two Hundred Fifty Thousand Dollars ($250,000.00).


 


5.4No Material
Deterioration in Financial Condition; Financial Statements. All consolidated financial statements for Borrower and its Subsidiaries,
delivered to Collateral Agent fairly present, in conformity with GAAP (subject in the case of unaudited financial statements,
to the absence of footnotes and normal year-end audit adjustments), in all material respects the consolidated financial condition
of Borrower and its Subsidiaries, and the consolidated results of operations of Borrower and its Subsidiaries. There has not been
any material deterioration in the consolidated financial condition of Borrower and its Subsidiaries since the date of the most
recent financial statements submitted to any Lender.


 






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5.5Solvency.
Borrower and each of its Subsidiaries (other than Cardiosonix Ltd.) is Solvent.


 


5.6Regulatory
Compliance. Neither Borrower nor any of its Subsidiaries is an “investment company” or a company “controlled”
by an “investment company” under the Investment Company Act of 1940, as amended. Neither Borrower nor any of its Subsidiaries
is engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the Federal
Reserve Board of Governors). Borrower and each of its Subsidiaries has complied in all material respects with the Federal Fair
Labor Standards Act. Neither Borrower nor any of its Subsidiaries is a “holding company” or an “affiliate”
of a “holding company” or a “subsidiary company” of a “holding company” as each term is defined
and used in the Public Utility Holding Company Act of 2005. Neither Borrower nor any of its Subsidiaries has violated any laws,
ordinances or rules, the violation of which could reasonably be expected to have a Material Adverse Change. Neither Borrower’s
nor any of its Subsidiaries’ properties or assets has been used by Borrower or such Subsidiary or, to Borrower’s knowledge,
by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than in material
compliance with applicable laws. Borrower and each of its Subsidiaries has obtained all consents, approvals and authorizations
of, made all declarations or filings with, and given all notices to, all Governmental Authorities that are necessary to continue
their respective businesses as currently conducted.


 


None of Borrower,
any of its Subsidiaries, or any of Borrower’s or its Subsidiaries’ Affiliates or any of their respective agents acting
or benefiting in any capacity in connection with the transactions contemplated by this Agreement is (i) in violation of any
Anti-Terrorism Law, (ii) engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose
of evading or avoiding or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law, or (iii) is a
Blocked Person. None of Borrower, any of its Subsidiaries, or to the knowledge of Borrower and any of their Affiliates or agents,
acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement, (x) conducts any business
or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or
(y) deals in, or otherwise engages in any transaction relating to, any property or interest in property blocked pursuant to Executive
Order No. 13224, any similar executive order or other Anti-Terrorism Law.


 


5.7Investments.
Neither Borrower nor any of its Subsidiaries owns any stock, shares, partnership interests or other equity securities except
for Permitted Investments.


 


5.8Tax Returns
and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports,
and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits
and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject
to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower
and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in
good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted,
(b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts
bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien
upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries
is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which
could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries
have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with
their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial
or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably
be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty
Corporation or its successors or any other Governmental Authority.


 


5.9Use of Proceeds.
Borrower shall use the proceeds of the Credit Extensions solely as working capital and to fund its general business requirements
in accordance with the provisions of this Agreement, and not for personal, family, household or agricultural purposes. A portion
of the proceeds of the Term Loans shall be used by Borrower to repay the Existing Indebtedness in full on the Effective Date.


 






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5.10Shares.
Borrower has full power and authority to create a first lien on the Shares and no disability or contractual obligation exists
that would prohibit Borrower from pledging the Shares pursuant to this Agreement. To Borrower’s knowledge, there are no
subscriptions, warrants, rights of first refusal or other restrictions on transfer relative to, or options exercisable with respect
to the Shares. The Shares have been and will be duly authorized and validly issued, and are fully paid and non-assessable. To
Borrower’s knowledge, the Shares are not the subject of any present or threatened suit, action, arbitration, administrative
or other proceeding, and Borrower knows of no reasonable grounds for the institution of any such proceedings.


 


5.11Full Disclosure.
No written representation, warranty or other statement of Borrower or any of its Subsidiaries in any certificate or written
statement given to Collateral Agent or any Lender, as of the date such representation, warranty, or other statement was made,
taken together with all such written certificates and written statements given to Collateral Agent or any Lender, contains any
untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates
or statements not misleading (it being recognized that the projections and forecasts provided by Borrower in good faith and based
upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections
and forecasts may differ from the projected or forecasted results). 


 


5.12Definition
of “Knowledge.” For purposes of the Loan Documents, whenever a representation or warranty is made to Borrower’s
knowledge or awareness, to the “best of” Borrower’s knowledge, or with a similar qualification, knowledge or
awareness means the actual knowledge, after reasonable investigation, of the Responsible Officers.


 


5.13Excluded
Subsidiaries.


 


(a)(i) Cardiosonix
Ltd. is not engaged in any business activities (other than (x) the maintenance of its corporate existence and (y) certain service
obligations owing to the State of Israel not in excess of Ten Thousand Dollars ($10,000.00)), does not have any assets or liabilities
in excess of Ten Thousand Dollars ($10,000.00), has not incurred any Indebtedness and has not granted any Liens; and (ii) Borrower
shall cause Cardiosonix Ltd. to be dissolved, and shall provide evidence of the same to Collateral Agent, in form and content
reasonably acceptable to Collateral Agent, by no later than December 31, 2014; and


 


(b)Navidea Biopharmaceuticals
Limited (collectively with Cardiosonix Ltd., the “Excluded Subsidiaries”) is not engaged in any business activities
(other than the maintenance of its corporate existence and), does not have any assets (other than the ownership of regulatory
filings and regulatory approvals) or liabilities, has not incurred any Indebtedness and has not granted any Liens.


 


5.14Platinum-Montaur
Subordinated Indebtedness. None of the Platinum-Montaur Subordinated Indebtedness is (x) guaranteed by, or constitutes the
obligations of, any Person other than Borrower, or (y) secured by the assets of any Person, including Borrower or any of its Subsidiaries.
As of the Effective Date, the Draw Credit Maximum Amount (as defined in the Platinum-Montaur Loan Agreement) is no less than Thirty
Five Million Dollars ($35,000,000.00), and has not been permanently or temporarily reduced, of which Three Million Two Hundred
Eighteen Thousand Six Hundred Sixty Six and 82/100 Dollars ($3,218,666.82) has been advanced.


 


		6.	AFFIRMATIVE
                                         COVENANTS



 


Borrower shall, and
shall cause each of its Subsidiaries to, do all of the following:


 


6.1Government
Compliance.


 


(a)Maintain its
and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of organization and maintain
qualification in each jurisdiction in which the failure to so qualify could reasonably be expected to have a Material Adverse
Change. Comply with all laws, ordinances and regulations to which Borrower or any of its Subsidiaries is subject, the noncompliance
with which could reasonably be expected to have a Material Adverse Change.


 






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(b)Obtain and keep
in full force and effect, all of the material Governmental Approvals necessary for the performance by Borrower and its Subsidiaries
of their respective businesses and obligations under the Loan Documents and the grant of a security interest to Collateral Agent
for the ratable benefit of the Lenders, in all of the Collateral. Borrower shall promptly provide copies to Collateral Agent of
any material Governmental Approvals obtained by Borrower or any of its Subsidiaries.


 


6.2Financial
Statements, Reports, Certificates.


 


(a)Deliver to each
Lender:


 


(i)as soon as
available, but no later than thirty (30) days after the last day of each month, unaudited consolidated (and if available, consolidating)
balance sheets, statements of income or operations and cash flow statements of Borrower and its Subsidiaries as of the end of
such fiscal month and that portion of the fiscal year ending as of the close of such fiscal month, certified by a Responsible
Officer and in a form reasonably acceptable to Collateral Agent;


 


(ii)as soon as
available, but no later than forty-five (45) days after the last day of each fiscal quarter, unaudited consolidated (and if available,
consolidating) balance sheets, statements of income or operations and cash flow statements of Borrower and its Subsidiaries as
of the end of such fiscal quarter and that portion of the fiscal year ending as of the close of such fiscal quarter, certified
by a Responsible Officer and in a form reasonably acceptable to Collateral Agent;


 


(iii)as soon as
available, but no later than ninety (90) days after the last day of Borrower’s fiscal year or within five (5) days of filing
with the SEC, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified
opinion on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its
reasonable discretion;


 


(iv)as soon as
available after approval thereof by Borrower’s Board of Directors, but no later than thirty (30) days after the last day
of each of Borrower’s fiscal years, Borrower’s annual financial projections for the entire current fiscal year
as approved by Borrower’s Board of Directors, which such annual financial projections shall be set forth in a month-by-month
format (such annual financial projections as originally delivered to Collateral Agent and the Lenders are referred to herein as
the “Annual Projections”; provided that, any revisions of the Annual Projections approved by Borrower’s
Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval);


 


(v)within five
(5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or holders
of Subordinated Debt;


 


(vi)within five
(5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission,


 


(vii)prompt notice
of any amendments of or other changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any
of its Subsidiaries, together with any copies reflecting such amendments or changes with respect thereto;


 


(viii)prompt notice
of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property;


 


(ix)as soon as
available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for
each Collateral Account maintained by Borrower or its Subsidiaries, which statements may be provided to Collateral Agent and each
Lender by Borrower or directly from the applicable institution(s), and


 


(x)other information
as reasonably requested by Collateral Agent or any Lender.


 






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Notwithstanding the foregoing, documents
required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed
with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which
Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website
address.


 


(b)Concurrently
with the delivery of the financial statements specified in Section 6.2(a)(i) and (ii) above but no later than thirty
(30) days after the last day of each month and forty-five days after the last day of each quarter, deliver to each Lender, a duly
completed Compliance Certificate signed by a Responsible Officer.


 


(c)Keep proper books
of record and account in accordance with GAAP in all material respects, in which full, true and correct entries shall be made
of all dealings and transactions in relation to its business and activities. Borrower shall, and shall cause each of its Subsidiaries
to, allow, at the sole cost of Borrower, Collateral Agent or any Lender, during regular business hours upon reasonable prior notice
(provided that no notice shall be required when an Event of Default has occurred and is continuing), to visit and inspect any
of its properties, to examine and make abstracts or copies from any of its books and records, and to conduct a collateral audit
and analysis of its operations and the Collateral. Such audits shall be conducted no more often than twice every year unless (and
more frequently if) an Event of Default has occurred and is continuing.


 


6.3Inventory;
Returns. Keep all Inventory in good and marketable condition, free from material defects. Returns and allowances between Borrower,
or any of its Subsidiaries, and their respective Account Debtors shall follow Borrower’s, or such Subsidiary’s, customary
practices as they exist at the Effective Date. Borrower must promptly notify Collateral Agent and the Lenders of all returns,
recoveries, disputes and claims that involve more than One Hundred Thousand Dollars ($100,000.00) individually or in the aggregate
in any calendar year.


 


6.4Taxes; Pensions.
Timely file and require each of its Subsidiaries to timely file, all required tax returns and reports and timely pay, and
require each of its Subsidiaries to timely file, all foreign, federal, state, and local taxes, assessments, deposits and contributions
owed by Borrower or its Subsidiaries, except for deferred payment of any taxes contested pursuant to the terms of Section 5.8
hereof, and shall deliver to Lenders, on demand, appropriate certificates attesting to such payments, and pay all amounts necessary
to fund all present pension, profit sharing and deferred compensation plans in accordance with the terms of such plans.


 


6.5Insurance.
Keep Borrower’s and its Subsidiaries’ (other than Cardiosonix Ltd.) business and the Collateral insured for risks
and in amounts standard for companies in Borrower’s and its Subsidiaries’ industry and location and as Collateral
Agent may reasonably request. Insurance policies shall be in a form, with companies, and in amounts that are reasonably satisfactory
to Collateral Agent and Lenders. All property policies shall have a lender’s loss payable endorsement showing Collateral
Agent as lender loss payee and waive subrogation against Collateral Agent, and all liability policies shall show, or have endorsements
showing, Collateral Agent, as additional insured. The Collateral Agent shall be named as lender loss payee and/or additional insured
with respect to any such insurance providing coverage in respect of any Collateral, and each provider of any such insurance shall
agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Collateral Agent,
that it will give the Collateral Agent thirty (30) days prior written notice before any such policy or policies shall be materially
altered or canceled. At Collateral Agent’s request, Borrower shall deliver certified copies of policies and evidence of
all premium payments. Proceeds payable under any policy shall, at Collateral Agent’s option, be payable to Collateral Agent,
for the ratable benefit of the Lenders, on account of the Obligations. Notwithstanding the foregoing, (a) so long as no Event
of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to
One Hundred Thousand Dollars ($100,000.00) with respect to any loss, but not exceeding One Hundred Thousand Dollars ($100,000.00),
in the aggregate for all losses under all casualty policies in any one year, toward the replacement or repair of destroyed or
damaged property; provided that any such replaced or repaired property (i) shall be of equal or like value as the replaced
or repaired Collateral and (ii) shall be deemed Collateral in which Collateral Agent has been granted a first priority security
interest, and (b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under such
casualty policy shall, at the option of Collateral Agent, be payable to Collateral Agent, for the ratable benefit of the Lenders,
on account of the Obligations. If Borrower or any of its Subsidiaries (other than Cardiosonix Ltd.) fails to obtain insurance
as required under this Section 6.5 or to pay any amount or furnish any required proof of payment to third persons, Collateral
Agent and/or any Lender may make, at Borrower’s expense, all or part of such payment or obtain such insurance policies required
in this Section 6.5, and take any action under the policies Collateral Agent or such Lender deems prudent.


 






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6.6Operating
Accounts.


 


(a)Maintain all
of Borrower’s and its Subsidiaries’ (which are Guarantors or co-Borrowers) Collateral Accounts in accounts which are
subject to a Control Agreement in favor of Collateral Agent.


 


(b)Borrower shall
provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any
Collateral Account at or with any Person other than those identified to Collateral Agent on the Effective Date and subject to
Control Agreements. In addition, for each Collateral Account that Borrower or any of its Subsidiaries (other than any Excluded
Subsidiary), at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or
with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with
respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the
terms hereunder prior to the establishment of such Collateral Account, which Control Agreement may not be terminated without prior
written consent of Collateral Agent. The provisions of the previous sentence shall not apply to deposit accounts exclusively used
for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any of its
Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates.


 


(c)Neither Borrower
nor any of its Subsidiaries (other than any Excluded Subsidiary) shall maintain any Collateral Accounts except Collateral Accounts
maintained in accordance with Sections 6.6(a) and (b).


 


6.7Protection
of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) use commercially reasonable efforts
to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to Borrower’s
business; (b) promptly advise Collateral Agent in writing of material infringement by a third party of its Intellectual Property;
and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated
to the public without Collateral Agent’s prior written consent.


 


6.8Litigation
Cooperation. Commencing on the Effective Date and continuing through the termination of this Agreement, make available to
Collateral Agent and the Lenders, without expense to Collateral Agent or the Lenders, Borrower and each of Borrower’s officers,
employees and Collateral Agents and Borrower’s Books, to the extent that Collateral Agent or any Lender may reasonably deem
them necessary to prosecute or defend any third-party suit or proceeding instituted by or against Collateral Agent or any Lender
with respect to any Collateral or relating to Borrower.


 


6.9Notices
of Litigation and Default. Borrower will give prompt written notice to Collateral Agent and the Lenders of any litigation
or governmental proceedings pending or threatened (in writing) against Borrower or any of its Subsidiaries, which could reasonably
be expected to result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Thousand Dollars ($100,000.00)
or more or which could reasonably be expected to have a Material Adverse Change. Without limiting or contradicting any other more
specific provision of this Agreement, promptly (and in any event within three (3) Business Days) upon Borrower becoming aware
of the existence of any Event of Default or event which, with the giving of notice or passage of time, or both, would constitute
an Event of Default, Borrower shall give written notice to Collateral Agent and the Lenders of such occurrence, which such notice
shall include a reasonably detailed description of such Event of Default or event which, with the giving of notice or passage
of time, or both, would constitute an Event of Default.


 


6.10Dissolution
of Cardiosonix Ltd. Borrower shall cause Cardiosonix Ltd. to be dissolved, and shall provide evidence of the same to Collateral
Agent, in form and content reasonably acceptable to Collateral Agent, by no later than December 31, 2014.


 


6.11Access
Agreements. Borrower shall obtain and maintain an Access Agreement with respect to any real property (other than real property
owned by Borrower) (a) that is Borrower’s principal place of business, (b) where Borrower’s books or records are maintained
or (c) where any Collateral is stored or maintained; provided, however, that Borrower shall not be required to obtain an Access
Agreement with respect to one or more locations described in the foregoing clause (c) if (x) the value of the Collateral consisting
solely of equipment located at any such location is less than Five Hundred Thousand Dollars ($500,000.00) and (y) the aggregate
value of all Collateral other than equipment located at all such locations is less than Two Hundred Fifty Thousand Dollars ($250,000.00),
and Borrower in each case gives written notice to Collateral Agent of the existence of each such location. If the Required Lenders
agree in writing that Borrower is not required to obtain an Access Agreement with respect to any real property that would otherwise
require an Access Agreement pursuant to the immediately preceding sentence, then within ten (10) Business Days after the due date
for any rental payments (if any) with respect to such real property, Borrower shall deliver to Collateral Agent (i) evidence in
form reasonably satisfactory to Collateral Agent that such rental payment (if any) was made and (ii) a certification that no default
or event of default exists under any such lease.






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6.12Creation/Acquisition
of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide
prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such
action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder
or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security
interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or
its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected
security interest in the Shares.


 


6.13Further
Assurances.


 


(a)Execute any further
instruments and take further action as Collateral Agent or any Lender reasonably requests to perfect or continue Collateral Agent’s
Lien in the Collateral or to effect the purposes of this Agreement.


 


(b)Deliver to Collateral
Agent and Lenders, within five (5) days after the same are sent or received, copies of all material correspondence, reports, documents
and other filings with any Governmental Authority that could reasonably be expected to have a material adverse effect on any of
the Governmental Approvals material to Borrower’s business or otherwise could reasonably be expected to have a Material
Adverse Change.


 


		7.	NEGATIVE
                                         COVENANTS



 


Borrower shall not,
and shall not permit any of its Subsidiaries to, do any of the following without the prior written consent of the Required Lenders:


 


7.1Dispositions.
Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or permit any
of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the
ordinary course of business; (b) of worn out or obsolete Equipment; and (c) in connection with Permitted Liens, Permitted
Investments and Permitted Licenses.


 


7.2Changes
in Business, Management, Ownership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage
in any business other than the businesses engaged in by Borrower as of the Effective Date or reasonably related thereto; (b) except
as otherwise permitted herein, liquidate or dissolve; or (c) (i) any Key Person shall cease to be actively engaged in
the management of Borrower unless written notice thereof is provided to Collateral Agent within five (5) days of such change,
or (ii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders
immediately prior to the first such transaction own more than forty nine percent (49%) of the voting stock of Borrower immediately
after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity
securities in a public offering, a private placement of public equity or to venture capital investors so long as Borrower identifies
to Collateral Agent the venture capital investors prior to the closing of the transaction). Borrower shall not, without at least
thirty (30) days’ prior written notice to Collateral Agent: (A) add any new offices or business locations, including
warehouses (unless such new offices or business locations contain less than One Hundred Thousand Dollars ($100,000.00) in assets
or property of Borrower or any of its Subsidiaries); (B) change its jurisdiction of organization, (C) change its organizational
structure or type, (D) change its legal name, or (E) change any organizational number (if any) assigned by its jurisdiction
of organization.


 






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7.3Mergers
and Investments. Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, (a) merge or
consolidate with or into any other Person (other than (x) mergers of a Subsidiary of Borrower into Borrower so long as Borrower
is the surviving entity or (y) mergers of a Subsidiary of Borrower with and into a Target in connection with a Permitted Acquisition),
or (b) acquire, own or make any Investment in or to any Person other than Permitted Investments.


 


7.4Indebtedness.
Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness.


 


7.5Encumbrance.
Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including
the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not
to be subject to the first priority security interest granted herein (except for Permitted Liens that are permitted by the terms
of this Agreement to have priority over Collateral Agent’s Lien), or enter into any agreement, document, instrument or other
arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Lenders) with any Person which directly
or indirectly prohibits or has the effect of prohibiting Borrower, or any of its Subsidiaries, from assigning, mortgaging, pledging,
granting a security interest in or upon, or encumbering any of Borrower’s or such Subsidiary’s Intellectual Property,
except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.


 


7.6Maintenance
of Collateral Accounts. Maintain any Collateral Account except pursuant to the terms of Section 6.6 hereof.


 


7.7Restricted
Payments. (a) Declare or pay any dividends or make any other distribution or payment on account of or redeem, retire, defease
or purchase any stock or stock equivalent (other than (i) the payment of dividends to Borrower, (ii) the payment of dividends
or distributions payable solely in Borrower’s stock, (iii) the issuance of stock upon the exercise or conversion of stock
equivalents, and (iv) so long as no Default or Event of Default is then continuing or would result therefrom, (A) the repurchase
of Borrower’s stock from current or former officers, employees or directors (or their permitted transferees or estates)
upon their death, disability or termination of employment and (B) to satisfy tax obligations upon vesting of restricted stock
awards, collectively in an aggregate amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000.00) in any fiscal year),
(b) purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any
Indebtedness (other than with respect to the Obligations as described in Section 2.2(d)) prior to its scheduled maturity, (c)
purchase or make any payment on or with respect to any Subordinated Debt, except as expressly permitted by the applicable subordination
or intercreditor agreement, (d) pay any management, consulting or similar fees to any Affiliate or holder of stock or stock equivalents
of Borrower (other than (i) director’s fees and reimbursement of actual out of pocket expenses incurred in connection with
attending board of director meetings not to exceed in the aggregate, with respect to all such items, Two Hundred Fifty Thousand
Dollars ($250,000.00) in any fiscal year (exclusive of the value of any stock or stock equivalents issued under equity compensation
plans), and (ii) bona fide consulting fees on arm’s-length terms paid to such Affiliates or holders of stock or stock equivalents
for actual services rendered to Borrower in the ordinary course of business in an aggregate amount not to exceed One Hundred Twenty
Five Thousand Dollars ($125,000.00) in any fiscal year), or (e) be a party to or bound by an agreement that restricts any of Borrower’s
Subsidiaries from paying dividends or otherwise making any payments or distributions to Borrower.


 


7.8Transactions
with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower
or any of its Subsidiaries, except for (a) transactions that are in the ordinary course of Borrower’s or such Subsidiary’s
business, upon fair and reasonable terms that are no less favorable to Borrower or such Subsidiary than would be obtained in an
arm’s length transaction with a non-affiliated Person, and (b) Subordinated Debt or equity investments by Borrower’s
investors in Borrower or its Subsidiaries.


 


7.9Subordinated
Debt. (a) Make or permit any payment on any Subordinated Debt, except under the terms of the subordination, intercreditor,
or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating
to the Subordinated Debt which would increase the amount thereof or adversely affect the subordination thereof to Obligations
owed to the Lenders.


 






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7.10Compliance.
Become an “investment company” or a company controlled by an “investment company”, under the Investment
Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin
stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds of any Credit
Extension for that purpose; fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction,
as defined in ERISA, to occur; fail to comply with the Federal Fair Labor Standards Act or violate any other law or regulation,
if the violation could reasonably be expected to have a Material Adverse Change, or permit any of its Subsidiaries to do so; withdraw
or permit any Subsidiary to withdraw from participation in, permit partial or complete termination of, or permit the occurrence
of any other event with respect to, any present pension, profit sharing and deferred compensation plan which could reasonably
be expected to result in any liability of Borrower or any of its Subsidiaries, including any liability to the Pension Benefit
Guaranty Corporation or its successors or any other Governmental Authority.


 


7.11Compliance
with Anti-Terrorism Laws. Collateral Agent hereby notifies Borrower and each of its Subsidiaries that pursuant to the requirements
of Anti-Terrorism Laws, and Collateral Agent’s policies and practices, Collateral Agent is required to obtain, verify and
record certain information and documentation that identifies Borrower and each of its Subsidiaries and their principals, which
information includes the name and address of Borrower and each of its Subsidiaries and their principals and such other information
that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. Neither Borrower nor any of its
Subsidiaries shall, nor shall Borrower or any of its Subsidiaries permit any Affiliate to, directly or indirectly, knowingly enter
into any documents, instruments, agreements or contracts with any Person listed on the OFAC Lists. Borrower and each of its Subsidiaries
shall immediately notify Collateral Agent if Borrower or such Subsidiary has knowledge that Borrower, or any Subsidiary or Affiliate
of Borrower, is listed on the OFAC Lists or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted
on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Neither
Borrower nor any of its Subsidiaries shall, nor shall Borrower or any of its Subsidiaries, permit any Affiliate to, directly or
indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without
limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person,
(ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant
to Executive Order No. 13224 or any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to
engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the
prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.


 


7.12Excluded
Subsidiaries. No Excluded Subsidiary shall at any time conduct any business activities, own any Property, have any assets
or liabilities, incur any Indebtedness, grant any Liens on its property, merge, consolidate, amalgamate, dispose of any assets
or enter any similar transaction, other than the permitted business activities described in Section 5.13.


 


7.13Amendments
Regarding Subordinated Debt. Borrower shall not amend, modify or waive any provision of any document relating to any Subordinated
Debt.


 


		8.	EVENTS
                                         OF DEFAULT



 


Any one of the following
shall constitute an event of default (an “Event of Default”) under this Agreement:


 


8.1Payment
Default. Borrower fails to (a) make any payment of principal or interest on any Credit Extension on its due date, or
(b) pay any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3)
Business Day grace period shall not apply to payments due on the Maturity Date or the date of acceleration pursuant to Section 9.1
(a) hereof). During the cure period, the failure to cure the payment default is not an Event of Default (but no Credit Extension
will be made during the cure period);


 






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8.2Covenant
Default.


 


(a)Borrower or any
of its Subsidiaries fails or neglects to perform any obligation applicable to it in Sections 6.2 (Financial Statements, Reports,
Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice
of Litigation and Default), 6.10 (Dissolution of Cardiosonix Ltd.), 6.11 (Access Agreements), 6.12 (Creation/Acquisition of Subsidiaries)
or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or


 


(b)Borrower, or
any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement
contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under
such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within twenty (20)
days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the twenty (20)
day period or cannot after diligent attempts by Borrower be cured within such twenty (20) day period, and such default is likely
to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed forty
(40) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be
deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this
Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;


 


8.3Material
Adverse Change. A Material Adverse Change occurs;


 


8.4Attachment;
Levy; Restraint on Business.


 


(a)(i) The
service of process seeking to attach, by trustee or similar process, any funds of Borrower or any of its Subsidiaries or of any
entity under control of Borrower or its Subsidiaries on deposit with any Lender or any Lender’s Affiliate or any bank or
other institution at which Borrower or any of its Subsidiaries maintains a Collateral Account, or (ii) a notice of lien,
levy, or assessment is filed against Borrower or any of its Subsidiaries or their respective assets by any government agency,
and the same under subclauses (i) and (ii) hereof are not, within ten (10) days after the occurrence thereof, discharged
or stayed (whether through the posting of a bond or otherwise); provided, however, no Credit Extensions shall be made during any
ten (10) day cure period; and


 


(b)(i) any
material portion of Borrower’s or any of its Subsidiaries’ assets is attached, seized, levied on, or comes into possession
of a trustee or receiver, or (ii) any court order enjoins, restrains, or prevents Borrower or any of its Subsidiaries from
conducting any part of its business;


 


8.5Insolvency.
(a) Borrower or any of its Subsidiaries (other than Cardiosonix Ltd.) is or becomes Insolvent; (b) Borrower or any
of its Subsidiaries (other than Cardiosonix Ltd.) begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun
against Borrower or any of its Subsidiaries and not dismissed or stayed within forty-five (45) days (but no Credit Extensions
shall be made while Borrower or any Subsidiary is Insolvent and/or until any Insolvency Proceeding is dismissed);


 


8.6Other Agreements.
There is a default in any agreement to which Borrower or any of its Subsidiaries is a party with a third party or parties
resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness
in an amount in excess of One Hundred Thousand Dollars ($100,000.00) or that could reasonably be expected to have a Material Adverse
Change;


 


8.7Judgments.
One or more judgments, orders, or decrees for the payment of money in an amount, individually or in the aggregate, of at least
Two Hundred Fifty Thousand Dollars ($250,000.00) (not covered by independent third-party insurance as to which liability has been
accepted by such insurance carrier) shall be rendered against Borrower or any of its Subsidiaries and shall remain unsatisfied,
unvacated, or unstayed for a period of twenty (20) days after the entry thereof (provided that no Credit Extensions will be made
prior to the satisfaction, vacation, or stay of such judgment, order or decree);


 






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8.8Misrepresentations.
Borrower or any of its Subsidiaries or any Person acting for Borrower or any of its Subsidiaries makes any representation,
warranty, or other statement now or later in this Agreement, any Loan Document or in any writing delivered to Collateral Agent
and/or Lenders or to induce Collateral Agent and/or the Lenders to enter this Agreement or any Loan Document, and such representation,
warranty, or other statement is incorrect in any material respect when made;


 


8.9Subordinated
Debt. A default or breach occurs under any agreement between Borrower or any of its Subsidiaries and any creditor of Borrower
or any of its Subsidiaries that signed a subordination, intercreditor, or other similar agreement with Collateral Agent or the
Lenders, or any creditor that has signed such an agreement with Collateral Agent or the Lenders breaches any terms of such agreement;


 


8.10Guaranty.
(a) Any Guaranty terminates or ceases for any reason to be in full force and effect; (b) any Guarantor does not
perform any obligation or covenant under any Guaranty; (c) any circumstance described in Sections 8.3, 8.4, 8.5, 8.7, or
8.8 occurs with respect to any Guarantor, or (d) the death, liquidation, winding up, or termination of existence of any Guarantor;


 


8.11Governmental
Approvals. Any Governmental Approval shall have been revoked, rescinded, suspended, modified in an adverse manner, or not
renewed in the ordinary course for a full term and such revocation, rescission, suspension, modification or non-renewal
has resulted in or could reasonably be expected to result in a Material Adverse Change; or


 


8.12Lien Priority.
Any Lien created hereunder or by any other Loan Document shall at any time fail to constitute a valid and perfected Lien on any
of the Collateral purported to be secured thereby, subject to no prior or equal Lien, other than Permitted Liens which are permitted
to have priority in accordance with the terms of this Agreement.


 


		9.	RIGHTS
                                         AND REMEDIES



 


9.1Rights and
Remedies.


 


(a)Upon the occurrence
and during the continuance of an Event of Default, Collateral Agent may, and at the written direction of Required Lenders shall,
without notice or demand, do any or all of the following: (i) deliver notice of the Event of Default to Borrower, (ii) by
notice to Borrower declare all Obligations immediately due and payable (but if an Event of Default described in Section 8.5
occurs all Obligations shall be immediately due and payable without any action by Collateral Agent or the Lenders) or (iii) by
notice to Borrower suspend or terminate the obligations, if any, of the Lenders to advance money or extend credit for Borrower’s
benefit under this Agreement or under any other agreement between Borrower and Collateral Agent and/or the Lenders (but if an
Event of Default described in Section 8.5 occurs all obligations, if any, of the Lenders to advance money or extend credit
for Borrower’s benefit under this Agreement or under any other agreement between Borrower and Collateral Agent and/or the
Lenders shall be immediately terminated without any action by Collateral Agent or the Lenders).


 


(b)Without limiting
the rights of Collateral Agent and the Lenders set forth in Section 9.1(a) above, upon the occurrence and during the
continuance of an Event of Default, Collateral Agent shall have the exclusive right at the written direction of the Required Lenders,
without notice or demand, to do any or all of the following:


 


(i)foreclose upon
and/or sell or otherwise liquidate, the Collateral;


 


(ii)apply to the
Obligations any (a) balances and deposits of Borrower that Collateral Agent or any Lender holds or controls, or (b) any
amount held or controlled by Collateral Agent or any Lender owing to or for the credit or the account of Borrower; and/or


 


(iii)commence
and prosecute an Insolvency Proceeding or consent to Borrower commencing any Insolvency Proceeding.


 






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(c)Without limiting
the rights of Collateral Agent and the Lenders set forth in Sections 9.1(a) and (b) above, upon the occurrence and during
the continuance of an Event of Default, Collateral Agent shall have the exclusive right, without notice or demand, to do any or
all of the following:


 


(i)settle or adjust
disputes and claims directly with Account Debtors for amounts on terms and in any order that Collateral Agent considers advisable,
notify any Person owing Borrower money of Collateral Agent’s security interest in such funds, and verify the amount of such
account;


 


(ii)make any payments
and do any acts it considers necessary or reasonable to protect the Collateral and/or its security interest in the Collateral.
Borrower shall assemble the Collateral if Collateral Agent requests and make it available in a location as Collateral Agent reasonably
designates. Collateral Agent may enter premises where the Collateral is located, take and maintain possession of any part of the
Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its security interest
and pay all expenses incurred. Borrower grants Collateral Agent a license to enter and occupy any of its premises, without charge,
to exercise any of Collateral Agent’s rights or remedies;


 


(iii)ship, reclaim,
recover, store, finish, maintain, repair, prepare for sale, and/or advertise for sale, the Collateral. Collateral Agent is hereby
granted a non-exclusive, royalty-free license or other right to use, without charge, Borrower’s and each of its Subsidiaries’
labels, patents, copyrights, mask works, rights of use of any name, trade secrets, trade names, trademarks, service marks, and
advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale,
and selling any Collateral and, in connection with Collateral Agent’s exercise of its rights under this Section 9.1,
Borrower’s and each of its Subsidiaries’ rights under all licenses and all franchise agreements inure to Collateral
Agent, for the benefit of the Lenders;


 


(iv)place a “hold”
on any account maintained with Collateral Agent or the Lenders and/or deliver a notice of exclusive control, any entitlement order,
or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral;


 


(v)demand and
receive possession of Borrower’s Books;


 


(vi)appoint a
receiver to seize, manage and realize any of the Collateral, and such receiver shall have any right and authority as any competent
court will grant or authorize in accordance with any applicable law, including any power or authority to manage the business of
Borrower or any of its Subsidiaries; and


 


(vii)subject to
clauses 9.1(a) and (b), exercise all rights and remedies available to Collateral Agent and each Lender under the Loan Documents
or at law or equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms
thereof).


 


Notwithstanding any provision of this
Section 9.1 to the contrary, upon the occurrence of any Event of Default, Collateral Agent shall have the right to exercise
any and all remedies referenced in this Section 9.1 without the written consent of Required Lenders following the occurrence
of an Exigent Circumstance. As used in the immediately preceding sentence, “Exigent Circumstance” means any
event or circumstance that, in the reasonable judgment of Collateral Agent, imminently threatens the ability of Collateral Agent
to realize upon all or any material portion of the Collateral, such as, without limitation, fraudulent removal, concealment, or
abscondment thereof, destruction or material waste thereof, or failure of Borrower or any of its Subsidiaries after reasonable
demand to maintain or reinstate adequate casualty insurance coverage, or which, in the judgment of Collateral Agent, could reasonably
be expected to result in a material diminution in value of the Collateral.


 


9.2Power of
Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence
and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name
on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on
any invoice or bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims
about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make,
settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance,
security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate
or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or
any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s
or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s
security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate
indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make
Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’
attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations
(other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’
obligation to provide Credit Extensions terminates.






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9.3Protective
Payments. If Borrower or any of its Subsidiaries (other than Cardiosonix Ltd.) fail to obtain the insurance called for by
Section 6.5 or fails to pay any premium thereon or fails to pay any other amount which Borrower or any of its Subsidiaries
is obligated to pay under this Agreement or any other Loan Document, Collateral Agent may obtain such insurance or make such payment,
and all amounts so paid by Collateral Agent are Lenders’ Expenses and immediately due and payable, bearing interest at the
Default Rate, and secured by the Collateral. Collateral Agent will make reasonable efforts to provide Borrower with notice of
Collateral Agent obtaining such insurance or making such payment at the time it is obtained or paid or within a reasonable time
thereafter. No such payments by Collateral Agent are deemed an agreement to make similar payments in the future or Collateral
Agent’s waiver of any Event of Default.


 


9.4Application
of Payments and Proceeds. Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during
the continuance of an Event of Default, (a) Borrower irrevocably waives the right to direct the application of any and all
payments at any time or times thereafter received by Collateral Agent from or on behalf of Borrower or any of its Subsidiaries
of all or any part of the Obligations, and, as between Borrower on the one hand and Collateral Agent and Lenders on the other,
Collateral Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the
Obligations in such manner as Collateral Agent may deem advisable notwithstanding any previous application by Collateral Agent,
and (b) the proceeds of any sale of, or other realization upon all or any part of the Collateral shall be applied: first,
to the Lenders’ Expenses; second, to accrued and unpaid interest on the Obligations (including any interest which, but for
the provisions of the United States Bankruptcy Code, would have accrued on such amounts); third, to the principal amount of the
Obligations outstanding; and fourth, to any other indebtedness or obligations of Borrower owing to Collateral Agent or any Lender
under the Loan Documents. Any balance remaining shall be delivered to Borrower or to whoever may be lawfully entitled to receive
such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (x) amounts received shall be
applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (y) each
of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its pro rata share of
amounts available to be applied pursuant thereto for such category. Any reference in this Agreement to an allocation between or
sharing by the Lenders of any right, interest or obligation “ratably,” “proportionally” or in similar
terms shall refer to Pro Rata Share unless expressly provided otherwise. Collateral Agent, or if applicable, each Lender, shall
promptly remit to the other Lenders such sums as may be necessary to ensure the ratable repayment of each Lender’s portion
of any Term Loan and the ratable distribution of interest, fees and reimbursements paid or made by Borrower. Notwithstanding the
foregoing, a Lender receiving a scheduled payment shall not be responsible for determining whether the other Lenders also received
their scheduled payment on such date; provided, however, if it is later determined that a Lender received more than its ratable
share of scheduled payments made on any date or dates, then such Lender shall remit to Collateral Agent or other Lenders such
sums as may be necessary to ensure the ratable payment of such scheduled payments, as instructed by Collateral Agent. If any payment
or distribution of any kind or character, whether in cash, properties or securities, shall be received by a Lender in excess of
its ratable share, then the portion of such payment or distribution in excess of such Lender’s ratable share shall be received
by such Lender in trust for and shall be promptly paid over to the other Lender for application to the payments of amounts due
on the other Lenders’ claims. To the extent any payment for the account of Borrower is required to be returned as a voidable
transfer or otherwise, the Lenders shall contribute to one another as is necessary to ensure that such return of payment is on
a pro rata basis. If any Lender shall obtain possession of any Collateral, it shall hold such Collateral for itself and as agent
and bailee for Collateral Agent and other Lenders for purposes of perfecting Collateral Agent’s security interest therein.


 






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9.5Liability
for Collateral. So long as Collateral Agent and the Lenders comply with reasonable banking practices regarding the safekeeping
of the Collateral in the possession or under the control of Collateral Agent and the Lenders, Collateral Agent and the Lenders
shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage to the Collateral;
(c) any diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or
other Person. Borrower bears all risk of loss, damage or destruction of the Collateral.


 


9.6No Waiver;
Remedies Cumulative. Failure by Collateral Agent or any Lender, at any time or times, to require strict performance by Borrower
of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish any right of Collateral Agent
or any Lender thereafter to demand strict performance and compliance herewith or therewith. No waiver hereunder shall be effective
unless signed by Collateral Agent and the Required Lenders and then is only effective for the specific instance and purpose for
which it is given. The rights and remedies of Collateral Agent and the Lenders under this Agreement and the other Loan Documents
are cumulative. Collateral Agent and the Lenders have all rights and remedies provided under the Code, any applicable law, by
law, or in equity. The exercise by Collateral Agent or any Lender of one right or remedy is not an election, and Collateral Agent’s
or any Lender’s waiver of any Event of Default is not a continuing waiver. Collateral Agent’s or any Lender’s
delay in exercising any remedy is not a waiver, election, or acquiescence.


 


9.7Demand Waiver.
Borrower waives, to the fullest extent permitted by law, demand, notice of default or dishonor, notice of payment and nonpayment,
notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents,
instruments, chattel paper, and guarantees held by Collateral Agent or any Lender on which Borrower or any Subsidiary is liable.


 


9.8Release
of Collateral. Each Lender hereby consents to the release and hereby directs Collateral Agent to release the following: any
Lien held by such Lender or Collateral Agent for the benefit of the Collateral Agent and the Lenders against (i) any Collateral
that is sold or otherwise disposed of by Borrower in a transaction permitted by the Loan Documents and (ii) all of the Collateral,
upon (A) termination of the Lenders’ Term Loan Commitments, (B) payment in full in cash of all Obligations (other than contingent
indemnity obligations that survive termination of this Agreement and for which no claim has been asserted) that Collateral Agent
has theretofore been notified in writing by the holders of such Obligations are then due and payable, and (C) to the extent required
by Collateral Agent or any Lender, receipt by Collateral Agent and Lenders of liability releases from Borrower in form and substance
acceptable to Collateral Agent (the satisfaction of the conditions of this clause, the “Termination Date”).
Collateral Agent shall provide each Lender with advance notice of any proposed Termination Date (other than a Termination Date
occurring on the Maturity Date) promptly after receiving written notice from Borrower requesting to repay the Obligations in full.


 


		10.	NOTICES



 


All notices, consents,
requests, approvals, demands, or other communication (collectively, “Communication”) by any party to this Agreement
or any other Loan Document must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon
the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered or certified
mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by facsimile transmission; (c) one
(1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered
by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email
address indicated below. Any of Collateral Agent, Lender or Borrower may change its mailing address or facsimile number by giving
the other party written notice thereof in accordance with the terms of this Section 10.


 


	If to Borrower:	NAVIDEA BIOPHARMACEUTICALS, INC.

        5600 Blazer Parkway

        Dublin, OH 43017

        Attn: Chief Financial Officer

        Fax: (614) 793-7522

        Email: blarson@navidea.com




 






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	with a copy (which shall not constitute notice) to:	Porter Wright Morris and Arthur LLP

        41 South High Street,

        Suites 2800 - 3200

        Columbus, OH 43215-6194

        Attn: William J. Kelly, Jr.

        Fax: (614) 227-2100

        Email: wjkelly@porterwright.com

	 	 
	If to Collateral Agent:	OXFORD FINANCE LLC

        133 North Fairfax Street

        Alexandria, Virginia 22314

        Attention: Legal Department

        Fax: (703) 519-5225

        Email: LegalDepartment@oxfordfinance.com

	 	 
	with a copy (which shall not constitute notice) to:	DLA Piper LLP (US)

        4365 Executive Drive, Suite 1100

        San Diego, California 92121-2133

        Attn: Troy Zander

        Fax: (858) 638-5086

        Email: troy.zander@dlapiper.com

	 	 


		11.	CHOICE
                                         OF LAW, VENUE AND JURY TRIAL WAIVER



 


New York law governs the Loan Documents
without regard to principles of conflicts of law. Borrower, Lenders and Collateral Agent each submit to the exclusive jurisdiction
of the State and Federal courts in the City of New York, Borough of Manhattan. NOTWITHSTANDING THE FOREGOING, COLLATERAL AGENT
AND THE LENDERS SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER
JURISDICTION WHICH COLLATERAL AGENT AND THE LENDERS (IN ACCORDANCE WITH THE PROVISIONS OF SECTION 9.1) DEEM NECESSARY OR APPROPRIATE
TO REALIZE ON THE COLLATERAL OR TO OTHERWISE ENFORCE COLLATERAL AGENT’S AND THE LENDERS’ RIGHTS AGAINST BORROWER OR
ITS PROPERTY. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such
court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or
forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court.
Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees
that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower
at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that
service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days
after deposit in the U.S. mails, first class, registered or certified mail return receipt requested, proper postage prepaid.


 


TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, BORROWER, COLLATERAL AGENT, AND THE LENDERS EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH
OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS
REVIEWED THIS WAIVER WITH ITS COUNSEL.


 






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		12.	GENERAL
                                         PROVISIONS



 


12.1Successors
and Assigns. This Agreement binds and is for the benefit of the successors and permitted assigns of each party. Borrower may
not transfer, pledge or assign this Agreement or any rights or obligations under it without Collateral Agent’s and each
Lender’s prior written consent (which may be granted or withheld in Collateral Agent’s and each Lender’s discretion,
subject to Section 12.6). The Lenders have the right, without the consent of or notice to Borrower, to sell, transfer, assign,
pledge, negotiate, or grant participation in (any such
sale, transfer, assignment, negotiation, or grant of a participation, a “Lender Transfer”) all or any
part of, or any interest in, the Lenders’ obligations, rights, and benefits under this Agreement and the other Loan Documents;
provided, however, that any such Lender Transfer (other than a transfer, pledge, sale or assignment to an Eligible
Assignee) of its obligations, rights, and benefits under this Agreement and the other Loan Documents shall require the prior written
consent of the Required Lenders (such approved assignee, an “Approved Lender”). Borrower and Collateral
Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned
until Collateral Agent shall have received and accepted an effective assignment agreement in form satisfactory to Collateral Agent
executed, delivered and fully completed by the applicable parties thereto, and shall have received such other information regarding
such Eligible Assignee or Approved Lender as Collateral Agent reasonably shall require. Notwithstanding anything to the contrary
contained herein, so long as no Event of Default has occurred and is continuing, no Lender Transfer (other than a Lender Transfer
(i) in respect of the Warrants or (ii) in connection with (x) assignments by a Lender due to a forced divestiture at
the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect
to a Lender’s own financing or securitization transactions) shall be permitted, without Borrower’s consent, to any
Person which is an Affiliate or Subsidiary of Borrower, a Disqualified Lender or a vulture hedge fund (as determined by Collateral
Agent).


 


12.2Indemnification.
Borrower agrees to indemnify, defend and hold Collateral Agent and the Lenders and their respective directors, officers, employees,
agents, attorneys, or any other Person affiliated with or representing Collateral Agent or the Lenders (each, an “Indemnified
Person”) harmless against: (a) all obligations, demands, claims, and liabilities (collectively, “Claims”)
asserted by any other party in connection with; related to; following; or arising from, out of or under, the transactions contemplated
by the Loan Documents; and (b) all losses or Lenders’ Expenses incurred, or paid by Indemnified Person in connection
with; related to; following; or arising from, out of or under, the transactions contemplated by the Loan Documents between Collateral
Agent, and/or the Lenders and Borrower (including reasonable attorneys’ fees and expenses), except for Excluded Taxes and
Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct. Borrower hereby
further indemnifies, defends and holds each Indemnified Person harmless from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever
(including the fees and disbursements of counsel for such Indemnified Person) in connection with any investigative, response,
remedial, administrative or judicial matter or proceeding, whether or not such Indemnified Person shall be designated a party
thereto and including any such proceeding initiated by or on behalf of Borrower, and the reasonable expenses of investigation
by engineers, environmental consultants and similar technical personnel and any commission, fee or compensation claimed by any
broker (other than any broker retained by Collateral Agent or Lenders) asserting any right to payment for the transactions contemplated
hereby which may be imposed on, incurred by or asserted against such Indemnified Person as a result of or in connection with the
transactions contemplated hereby and the use or intended use of the proceeds of the loan proceeds except for liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements directly caused by such Indemnified
Person’s gross negligence or willful misconduct.


 


12.3Time of
Essence. Time is of the essence for the performance of all Obligations in this Agreement.


 


12.4Severability
of Provisions. Each provision of this Agreement is severable from every other provision in determining the enforceability
of any provision.


 


12.5Correction
of Loan Documents. Collateral Agent and the Lenders may correct patent errors and fill in any blanks in this Agreement and
the other Loan Documents consistent with the agreement of the parties.


 






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12.6Amendments
in Writing; Integration. (a) No amendment, modification, termination or waiver of any provision of this Agreement or
any other Loan Document, no approval or consent thereunder, or any consent to any departure by Borrower or any of its Subsidiaries
therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the
Required Lenders provided that:


 


(i)no such amendment,
waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment or Commitment
Percentage shall be effective as to such Lender without such Lender’s written consent;


 


(ii)no such amendment,
waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s
written consent or signature;


 


(iii)no such amendment,
waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate
of interest on or any fees with respect to any Term Loan or forgive any principal, interest (other than default interest) or fees
(other than late charges) with respect to any Term Loan (B) postpone the date fixed for, or waive, any payment of principal of
any Term Loan or of interest on any Term Loan (other than default interest) or any fees provided for hereunder (other than late
charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders”
or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially
all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or
any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations
with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this
Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or
otherwise modify this Section 12.6 or the definitions of the terms used in this Section 12.6 insofar as the definitions
affect the substance of this Section 12.6; (F) consent to the assignment, delegation or other transfer by Borrower of any
of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document,
except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement;
(G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment
Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral
hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; or (I) amend any of the
provisions of Section 12.10. It is hereby understood and agreed that all Lenders shall be deemed directly affected by an
amendment, waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F), (G) and (H) of the
preceding sentence;


 


(iv)the provisions
of the foregoing clauses (i), (ii) and (iii) are subject to the provisions of any interlender or agency agreement among
the Lenders and Collateral Agent pursuant to which any Lender may agree to give its consent in connection with any amendment,
waiver or modification of the Loan Documents only in the event of the unanimous agreement of all Lenders.


 


(b)Other than as expressly
provided for in Section 12.6(a)(i)-(iii), Collateral Agent may, if requested by the Required Lenders, from time to time designate
covenants in this Agreement less restrictive by notification to a representative of Borrower.


 


(c)This Agreement
and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements.
All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter
of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents.


 


12.7Counterparts.
This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which,
when executed and delivered, is an original, and all taken together, constitute one Agreement.


 


12.8Survival.
All covenants, representations and warranties made in this Agreement continue in full force and effect until this Agreement
has terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any other obligations
which, by their terms, are to survive the termination of this Agreement) have been satisfied. The obligation of Borrower in Section 12.2
to indemnify each Lender and Collateral Agent, as well as the confidentiality provisions in Section 12.9 below, shall survive
until the statute of limitations with respect to such claim or cause of action shall have run.


 






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12.9Confidentiality.
In handling any confidential information of Borrower, the Lenders and Collateral Agent shall exercise the same degree of care
that it exercises for their own proprietary information, but disclosure of information may be made: (a) subject to the terms
and conditions of this Agreement, to the Lenders’ and Collateral Agent’s Subsidiaries or Affiliates, or in connection
with a Lender’s own financing or securitization transactions and upon the occurrence of a default, event of default or similar
occurrence with respect to such financing or securitization transaction; (b) to prospective transferees (other than those
identified in (a) above) or purchasers of any interest in the Credit Extensions (provided, however, the Lenders and Collateral
Agent shall, except upon the occurrence and during the continuance of an Event of Default, obtain such prospective transferee’s
or purchaser’s agreement to the terms of this provision or to similar confidentiality terms); (c) as required by law,
regulation, subpoena, or other order; (d) to Lenders’ or Collateral Agent’s regulators or as otherwise required
in connection with an examination or audit; (e) as Collateral Agent reasonably considers appropriate in exercising remedies
under the Loan Documents; and (f) to third party service providers of the Lenders and/or Collateral Agent so long as such
service providers have executed a confidentiality agreement with the Lenders and Collateral Agent with terms no less restrictive
than those contained herein. Confidential information does not include information that either: (i) is in the public domain
or in the Lenders’ and/or Collateral Agent’s possession when disclosed to the Lenders and/or Collateral Agent, or
becomes part of the public domain after disclosure to the Lenders and/or Collateral Agent; or (ii) is disclosed to the Lenders
and/or Collateral Agent by a third party, if the Lenders and/or Collateral Agent does not know that the third party is prohibited
from disclosing the information. Collateral Agent and the Lenders may use confidential information for any purpose, including,
without limitation, for the development of client databases, reporting purposes, and market analysis. The provisions of the immediately
preceding sentence shall survive the termination of this Agreement. The agreements provided under this Section 12.9 supersede
all prior agreements, understanding, representations, warranties, and negotiations between the parties about the subject matter
of this Section 12.9.


 


12.10Right
of Set Off. Borrower hereby grants to Collateral Agent and to each Lender, a lien, security interest and right of set off
as security for all Obligations to Collateral Agent and each Lender hereunder, whether now existing or hereafter arising upon
and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control
of Collateral Agent or the Lenders or any entity under the control of Collateral Agent or the Lenders (including a Collateral
Agent affiliate) or in transit to any of them. At any time after the occurrence and during the continuance of an Event of Default,
without demand or notice, Collateral Agent or the Lenders may set off the same or any part thereof and apply the same to any liability
or obligation of Borrower even though unmatured and regardless of the adequacy of any other collateral securing the Obligations.
ANY AND ALL RIGHTS TO REQUIRE COLLATERAL AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES
THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER
ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.


 


12.11Cooperation
of Borrower. If necessary, Borrower agrees to (i) execute any documents (including new Secured Promissory Notes) reasonably
required to effectuate and acknowledge each assignment of a Term Loan Commitment or Loan to an assignee in accordance with Section 12.1,
(ii) make Borrower’s management available to meet with Collateral Agent and prospective participants and assignees
of Term Loan Commitments or Credit Extensions (which meetings shall be conducted no more often than twice every twelve months
unless an Event of Default has occurred and is continuing), and (iii) assist Collateral Agent or the Lenders in the preparation
of information relating to the financial affairs of Borrower as any prospective participant or assignee of a Term Loan Commitment
or Term Loan reasonably may request. Subject to the provisions of Section 12.9, Borrower authorizes each Lender to disclose
to any prospective participant or assignee of a Term Loan Commitment, any and all information in such Lender’s possession
concerning Borrower and its financial affairs which has been delivered to such Lender by or on behalf of Borrower pursuant to
this Agreement, or which has been delivered to such Lender by or on behalf of Borrower in connection with such Lender’s
credit evaluation of Borrower prior to entering into this Agreement.


 






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		13.	DEFINITIONS



 


13.1Definitions.
As used in this Agreement, the following terms have the following meanings:


 


“Access Agreement”
means a landlord consent and/or bailee waiver, in form and content reasonably acceptable to, and in favor of, Collateral Agent,
executed by the applicable landlord or bailee, and Borrower.


 


“Account”
is any “account” as defined in the Code with such additions to such term as may hereafter be made, and includes, without
limitation, all accounts receivable and other sums owing to Borrower.


 


“Account
Debtor” is any “account debtor” as defined in the Code with such additions to such term as may hereafter
be made.


 


“Acquisition”
means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition
of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of in excess
of fifty percent (50%) of the Shares of any Person or otherwise causing any Person to become a Subsidiary, directly or indirectly,
of Borrower, or (c) a merger or consolidation or any other combination with another Person.


 


“Affiliate”
of any Person is a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by
or is under common control with the Person, and each of that Person’s senior executive officers, directors, partners and,
for any Person that is a limited liability company, that Person’s managers and members.


 


“Agreement”
is defined in the preamble hereof.


 


“Amortization
Date” is, (i) April 1, 2015; or, (ii) April 1, 2016, if Borrower achieves the First Lymphoseek Milestone; or April 1,
2017, if Borrower achieves the First Lymphoseek Milestone and the Second Lymphoseek Milestone.


 


“Annual Projections”
is defined in Section 6.2(a).


 


“Anti-Terrorism
Laws” are any laws relating to terrorism or money laundering, including Executive Order No. 13224 (effective September
24, 2001), the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by OFAC.


 


“Approved
Fund” is any (i) investment company, fund, trust, securitization vehicle or conduit that is (or will be) engaged
in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course
of its business or (ii) any Person (other than a natural person) which temporarily warehouses loans for any Lender or any
entity described in the preceding clause (i) and that, with respect to each of the preceding clauses (i) and (ii), is
administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) a Person (other than a natural person)
or an Affiliate of a Person (other than a natural person) that administers or manages a Lender.


 


“Approved
Lender” is defined in Section 12.1.


 


“Basic Rate”
is the per annum rate of interest (based on a year of three hundred sixty (360) days) equal to eight and one-half percent (8.50%).


 


“Blocked
Person” is any Person: (a) listed in the annex to, or is otherwise subject to the provisions of, Executive
Order No. 13224, (b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex
to, or is otherwise subject to the provisions of, Executive Order No. 13224, (c) a Person with which any Lender is prohibited
from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person that commits, threatens or
conspires to commit or supports “terrorism” as defined in Executive Order No. 13224, or (e) a Person that is
named a “specially designated national” or “blocked person” on the most current list published by OFAC
or other similar list.


 






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“Borrower”
is defined in the preamble hereof.


 


“Borrower’s
Books” are Borrower’s or any of its Subsidiaries’ books and records including ledgers, federal, and state
tax returns, records regarding Borrower’s or its Subsidiaries’ assets or liabilities, the Collateral, business operations
or financial condition, and all computer programs or storage or any equipment containing such information.


 


“Business
Day” is any day that is not a Saturday, Sunday or a day on which Collateral Agent is closed.


 


“Cash Equivalents”
are (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State
thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more
than one (1) year after its creation and having the highest rating from either Standard & Poor’s Ratings Group or Moody’s
Investors Service, Inc., and (c) certificates of deposit maturing no more than one (1) year after issue provided that the
account in which any such certificate of deposit is maintained is subject to a Control Agreement in favor of Collateral Agent.
For the avoidance of doubt, the direct purchase by Borrower or any of its Subsidiaries of any Auction Rate Securities, or purchasing
participations in, or entering into any type of swap or other derivative transaction, or otherwise holding or engaging in any
ownership interest in any type of Auction Rate Security by Borrower or any of its Subsidiaries shall be conclusively determined
by the Lenders as an ineligible Cash Equivalent, and any such transaction shall expressly violate each other provision of this
Agreement governing Permitted Investments. Notwithstanding the foregoing, Cash Equivalents does not include and Borrower, and
each of its Subsidiaries, are prohibited from purchasing, purchasing participations in, entering into any type of swap or other
equivalent derivative transaction, or otherwise holding or engaging in any ownership interest in any type of debt instrument,
including, without limitation, any corporate or municipal bonds with a long-term nominal maturity for which the interest rate
is reset through a dutch auction and more commonly referred to as an auction rate security (each, an “Auction
Rate Security”).


 


“Claims”
are defined in Section 12.2.


 


“Code”
is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of New York; provided,
that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently
in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided
further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority
of, or remedies with respect to, Collateral Agent’s Lien on any Collateral is governed by the Uniform Commercial Code in
effect in a jurisdiction other than the State of New York, the term “Code” shall mean the Uniform Commercial Code
as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment,
perfection, priority, or remedies and for purposes of definitions relating to such provisions.


 


“Collateral”
is any and all properties, rights and assets of Borrower described on Exhibit A.


 


“Collateral
Account” is any Deposit Account, Securities Account, or Commodity Account, or any other bank account maintained by Borrower
or any Subsidiary (other than any Excluded Subsidiary) at any time.


 


“Collateral
Agent” is, Oxford, not in its individual capacity, but solely in its capacity as Collateral Agent on behalf of and for
the benefit of the Lenders.


 


“Commitment
Percentage” is set forth in Schedule 1.1, as amended from time to time.


 


“Commodity
Account” is any “commodity account” as defined in the Code with such additions to such term as may hereafter
be made.


 


“Communication”
is defined in Section 10.


 






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“Compliance
Certificate” is that certain certificate in the form attached hereto as Exhibit C.


 


“Contingent
Obligation” is, for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any
indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation directly or indirectly guaranteed,
endorsed, co-made, discounted or sold with recourse by that Person, or for which that Person is directly or indirectly liable;
(b) any obligations for undrawn letters of credit for the account of that Person; and (c) all obligations from any interest
rate, currency or commodity swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designated
to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; but “Contingent
Obligation” does not include endorsements in the ordinary course of business. The amount of a Contingent Obligation is the
stated or determined amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the
maximum reasonably anticipated liability for it determined by the Person in good faith; but the amount may not exceed the maximum
of the obligations under any guarantee or other support arrangement.


 


“Control
Agreement” is any control agreement entered into among the depository institution at which Borrower or any of its Subsidiaries
(other than any Excluded Subsidiary) maintains a Deposit Account or the securities intermediary or commodity intermediary at which
Borrower or any of its Subsidiaries maintains a Securities Account or a Commodity Account, Borrower and such Subsidiary, and Collateral
Agent pursuant to which Collateral Agent obtains control (within the meaning of the Code) for the benefit of the Lenders over
such Deposit Account, Securities Account, or Commodity Account.


 


“Copyrights”
are any and all copyright rights, copyright applications, copyright registrations and like protections in each work or authorship
and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret.


 


“Credit Extension”
is any Term Loan or any other extension of credit by Collateral Agent or Lenders for Borrower’s benefit.


 


“Default”
means any event, which with the giving of notice or the passage of time, or both, would constitute an Event of Default.


 


“Default
Rate” is defined in Section 2.3(b).


 


“Deposit
Account” is any “deposit account” as defined in the Code with such additions to such term as may hereafter
be made.


 


“Designated
Deposit Account” is Borrower’s deposit account, account number XXXXXXXX9760, maintained with U.S. Bank.


 


“Disbursement
Letter” is that certain form attached hereto as Exhibit B.


 


“Disqualified
Lender” means any direct competitor of Borrower and any Affiliate of such direct competitor to the extent identified
on the list of Disqualified Lenders prepared by Borrower and delivered to, reviewed and approved by Collateral Agent in writing
prior to the Effective Date (as such list may be updated by Borrower from time to time with Collateral Agent’s and Required
Lenders’ written consent, such consent to be issued or withheld in Collateral Agent’s and Required Lenders’
sole discretion), which list of Disqualified Lenders shall be provided to any Lender (or prospective Lender permitted hereunder)
upon request.


 


“Dollars,”
“dollars” and “$” each mean lawful money of the United States.


 


“EBITDA”
means, with respect to Borrower and its consolidated Subsidiaries for any period, the total of the following, all of which shall
be determined by Collateral Agent in its reasonable credit judgment and shall be determined in accordance with GAAP: (a) the consolidated
net income (loss) of Borrower and its consolidated Subsidiaries for such period, plus (b) without duplication, to the extent included
in the calculation of consolidated net income of Borrower and its consolidated Subsidiaries for such period, the sum of the following
amounts of Borrower and its consolidated Subsidiaries for such period, (i) income taxes paid or accrued (excluding any amounts
Borrower or any of its consolidated Subsidiaries includes in its sales, general and administrative expenses), (ii) interest expense
(net of interest income), paid or accrued, (iii) amortization and depreciation expense, (iv) compensation paid in stock, and (v)
other non-cash charges as approved by Collateral Agent in its sole discretion. EBITDA shall be measured on an accrued accounting
basis.


 






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“Effective
Date” is defined in the preamble of this Agreement.


 


“Eligible
Assignee” is (i) a Lender, (ii) an Affiliate of a Lender, (iii) an Approved Fund and (iv) any commercial
bank, savings and loan association or savings bank or any other entity which is an “accredited investor” (as defined
in Regulation D under the Securities Act of 1933, as amended) and which extends credit or buys loans as one of its businesses,
including insurance companies, mutual funds, lease financing companies and commercial finance companies, in each case, which either
(A) has a rating of BBB or higher from Standard & Poor’s Rating Group and a rating of Baa2 or higher from Moody’s
Investors Service, Inc. at the date that it becomes a Lender or (B) has total assets in excess of Five Billion Dollars ($5,000,000,000.00),
and in each case of clauses (i) through (iv), which, through its applicable lending office, is capable of lending to Borrower
without the imposition of any withholding or similar taxes; provided that notwithstanding the foregoing, “Eligible Assignee”
shall not include, unless an Event of Default has occurred and is continuing, (i) Borrower or any of Borrower’s Affiliates
or Subsidiaries or (ii) a direct competitor of Borrower or a vulture hedge fund, each as reasonably determined by Collateral
Agent. Notwithstanding the foregoing, (x) in connection with assignments by a Lender due to a forced divestiture at the request
of any regulatory agency, the restrictions set forth herein shall not apply and Eligible Assignee shall mean any Person or party
and (y) in connection with a Lender’s own financing or securitization transactions, the restrictions set forth herein shall
not apply and Eligible Assignee shall mean any Person or party providing such financing or formed to undertake such securitization
transaction and any transferee of such Person or party upon the occurrence of a default, event of default or similar occurrence
with respect to such financing or securitization transaction; provided that no such sale, transfer, pledge or assignment under
this clause (y) shall release such Lender from any of its obligations hereunder or substitute any such Person or party for such
Lender as a party hereto until Collateral Agent shall have received and accepted an effective assignment agreement from such Person
or party in form satisfactory to Collateral Agent executed, delivered and fully completed by the applicable parties thereto, and
shall have received such other information regarding such Eligible Assignee as Collateral Agent reasonably shall require.


 


“Equipment”
is all “equipment” as defined in the Code with such additions to such term as may hereafter be made, and includes
without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of
the foregoing.


 


“ERISA”
is the Employee Retirement Income Security Act of 1974, as amended, and its regulations.


 


“Excluded
Taxes” means, with respect to Collateral Agent or any Lender, (a) taxes measured by net income (including branch profit
taxes) and franchise taxes imposed in lieu of net income taxes, in each case that are imposed on Collateral Agent or any Lender
as a result of (i) Collateral Agent or such Lender being organized under the laws of, or having its principal office or, in the
case of any Lender, its applicable lending office located in, the jurisdiction imposing such tax (or any political subdivision
thereof) or (ii) a present or former connection between Collateral Agent or such Lender and the jurisdiction imposing such tax
(other than any such connection arising solely from Collateral Agent or such Lender having executed, delivered, become a party
to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any
other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Obligations), and (b) any
U.S. withholding taxes imposed under FATCA.


 


“Existing
Indebtedness” is the indebtedness of Borrower to General Electric Capital Corporation, as Collateral Agent and Lender,
in the aggregate principal outstanding amount as of the Effective Date of approximately Twenty Six Million Seven Hundred One Thousand
Nine Hundred Sixty Five and 28/100 Dollars ($26,701,965.28) pursuant to that certain Loan and Security Agreement, dated as of
June 25, 2013, entered into by and between General Electric Capital Corporation, as Collateral Agent and Lender, and Borrower.


 


“Event of
Default” is defined in Section 8.


 






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“FATCA”
means Sections 1471 through 1474 of the Internal Revenue Code of 1986 (as amended) as in effect on the date hereof or any amended
or successor provision that is substantively comparable and not materially more onerous to comply with (and, in each case, any
current or future regulations promulgated thereunder or official interpretations thereof).


 


“Final Payment”
is a payment (in addition to and not a substitution for the regular monthly payments of principal plus accrued interest) due on
the earliest to occur of (a) the Maturity Date, or (b) the acceleration of any Term Loan, or (c) the prepayment
of a Term Loan pursuant to Section 2.2(c) or (d), equal to the original principal amount of such Term Loan multiplied
by the Final Payment Percentage, payable to Lenders in accordance with their respective Pro Rata Shares.


 


“Final Payment
Percentage” is (x) if the Amortization Date is April 1, 2015, seven and ninety-five hundredths percent (7.95%); or (y)
if the Amortization Date is extended to April 1, 2016, eight and ninety-five hundreds percent (8.95%); or (z) if the Amortization
Date is extended to April 1, 2017, nine and ninety-five hundreds percent (9.95%).


 


“First Lymphoseek
Milestone” is defined in that certain separate letter agreement between Borrower and Collateral Agent dated as of the
Effective Date.


 


“Foreign
Subsidiary” is a Subsidiary that is not an entity organized under the laws of the United States or any territory thereof.


 


“Funding
Date” is any date on which a Credit Extension is made to or on account of Borrower which shall be a Business Day.


 


“GAAP”
is generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or in such other statements by such other Person as may be approved by a significant segment of the accounting profession
in the United States, which are applicable to the circumstances as of the date of determination.


 


“General
Intangibles” are all “general intangibles” as defined in the Code in effect on the date hereof with such
additions to such term as may hereafter be made, and includes without limitation, all copyright rights, copyright applications,
copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished,
any patents, trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether registered
or not, any trade secret rights, including any rights to unpatented inventions, payment intangibles, royalties, contract rights,
goodwill, franchise agreements, purchase orders, customer lists, route lists, telephone numbers, domain names, claims, income
and other tax refunds, security and other deposits, options to purchase or sell real or personal property, rights in all litigation
presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation key
man, property damage, and business interruption insurance), payments of insurance and rights to payment of any kind.


 


“Governmental
Approval” is any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration,
filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.


 


“Governmental
Authority” is any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative
functions of or pertaining to government, any securities exchange and any self-regulatory organization.


 


“Guarantor”
is any Person providing a Guaranty in favor of Collateral Agent.


 


“Guaranty”
is any guarantee of all or any part of the Obligations, as the same may from time to time be amended, restated, modified or otherwise
supplemented.


 






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“Indebtedness”
is (a) indebtedness for borrowed money or the deferred price of property or services, such as reimbursement and other obligations
for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital
lease obligations, and (d) Contingent Obligations.


 


“Indemnified
Person” is defined in Section 12.2.


 


“Insolvency
Proceeding” is any proceeding by or against any Person under the United States Bankruptcy Code, or any other bankruptcy
or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors,
or proceedings seeking reorganization, arrangement, or other relief.


 


“Insolvent”
means not Solvent.


 


“Intellectual
Property” means all of Borrower’s or any Subsidiary’s right, title and interest in and to the following:


 


(a)its Copyrights,
Trademarks and Patents;


 


(b)any and all trade
secrets and trade secret rights, including, without limitation, any rights to unpatented inventions, know-how, operating manuals;


 


(c)any and all source
code;


 


(d)any and all design
rights which may be available to Borrower;


 


(e)any and all claims
for damages by way of past, present and future infringement of any of the foregoing, with the right, but not the obligation, to
sue for and collect such damages for said use or infringement of the Intellectual Property rights identified above; and


 


(f)all amendments,
renewals and extensions of any of the Copyrights, Trademarks or Patents.


 


“Inventory”
is all “inventory” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter
be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work
in process and finished products, including without limitation such inventory as is temporarily out of any Person’s custody
or possession or in transit and including any returned goods and any documents of title representing any of the above.


 


“Investment”
is any beneficial ownership interest in any Person (including stock, partnership interest or other securities), and any loan,
advance, payment or capital contribution to any Person.


 


“Key Person”
is each of Borrower’s (i) Chief Executive Officer, who is Mark J. Pykett as of the Effective Date, (ii) President,
Chief Business Officer, who is Thomas H. Tulip as of the Effective Date, and (iii) Chief Financial Officer, who is Brent L. Larson
as of the Effective Date.


 


“Lender”
is any one of the Lenders.


 


“Lenders”
are the Persons identified on Schedule 1.1 hereto and each assignee that becomes a party to this Agreement pursuant
to Section 12.1.


 


“Lenders’
Expenses” are all actual audit fees and expenses, costs, and expenses (including reasonable attorneys’ fees and
expenses, as well as appraisal fees, fees incurred on account of lien searches, inspection fees, and filing fees) for preparing,
amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred
in connection with appeals or Insolvency Proceedings) or otherwise reasonably incurred by Collateral Agent and/or the Lenders
in connection with the Loan Documents.


 






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“Lien”
is a claim, mortgage, deed of trust, levy, charge, pledge, security interest, or other encumbrance of any kind, whether voluntarily
incurred or arising by operation of law or otherwise against any property.


 


“Loan Documents”
are, collectively, this Agreement, the Warrants, the UK Share Pledge Documents, the Perfection Certificates, each Compliance Certificate,
each Disbursement Letter, the Post Closing Letter, any subordination agreements, any note, or notes or guaranties executed by
Borrower or any other Person, and any other present or future agreement entered into by Borrower, any Guarantor or any other Person
for the benefit of the Lenders and Collateral Agent in connection with this Agreement; all as amended, restated, or otherwise
modified.


 


“Material
Adverse Change” is (a) a material impairment in the perfection or priority of Collateral Agent’s Lien in the Collateral
or in the value of such Collateral; (b) a material adverse change in the business, operations or condition (financial or otherwise)
or prospects of Borrower or any Subsidiary; or (c) a material impairment of the prospect of repayment of any portion of the Obligations.


 


“Maturity
Date” is March 1, 2019.


 


“Monthly
Cash Burn Amount” means, with respect to Borrower and its consolidated Subsidiaries, as of any date of determination,
an amount equal to (a) the sum of (i) EBITDA of Borrower and its consolidated Subsidiaries for the immediately preceding six (6)
month period, less (ii) (A) cash taxes, (B) non-financed capital expenditures, (C) cash interest payments, (D) dividends or distributions
paid to the extent permitted to be paid hereunder, and (E) to the extent such payments are not deducted in the calculation of
EBITDA, license payments, in each case paid by Borrower or any of its consolidated Subsidiaries during the immediately preceding
six (6) month period, and less (iii) the current portion of interest bearing liabilities due and payable in the immediately succeeding
six month period, divided by (b) six.


 


“Obligations”
are all of Borrower’s obligations to pay when due any debts, principal, interest, Lenders’ Expenses, the Prepayment
Fee, the Final Payment, and other amounts Borrower owes the Lenders now or later, in connection with, related to, following, or
arising from, out of or under, this Agreement or, the other Loan Documents (other than the Warrants), or otherwise, and including
interest accruing after Insolvency Proceedings begin (whether or not allowed) and debts, liabilities, or obligations of Borrower
assigned to the Lenders and/or Collateral Agent, and the performance of Borrower’s duties under the Loan Documents (other
than the Warrants).


 


“OFAC”
is the U.S. Department of Treasury Office of Foreign Assets Control.


 


“OFAC Lists”
are, collectively, the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to Executive Order
No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) and/or any other list of terrorists or other restricted Persons maintained pursuant
to any of the rules and regulations of OFAC or pursuant to any other applicable Executive Orders.


 


“Operating
Documents” are, for any Person, such Person’s formation documents, as certified by the Secretary of State (or
equivalent agency) of such Person’s jurisdiction of organization on a date that is no earlier than thirty (30) days prior
to the Effective Date, and, (a) if such Person is a corporation, its bylaws in current form, (b) if such Person is a
limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership,
its partnership agreement (or similar agreement), each of the foregoing with all current amendments or modifications thereto.


 


“Patents”
means all patents, patent applications and like protections including without limitation improvements, divisions, continuations,
renewals, reissues, extensions and continuations-in-part of the same.


 


“Payment
Date” is the first (1st) calendar day of each calendar month, commencing on April 1, 2014.


 


“Perfection
Certificate” and “Perfection Certificates” is defined in Section 5.1.


 






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“Permitted
Acquisition” means any Acquisition by Borrower of all of the shares, stock or equity interests of a Target or all or
substantially all of the assets of a Target, in each case, to the extent that each of the following conditions shall have been
satisfied:


 


(a)Borrower shall
have delivered to Collateral Agent at least twenty (20) days prior to the consummation thereof (or such shorter period as Collateral
Agent may accept): (i) (x) notice of such Acquisition setting forth in reasonable detail the terms and conditions of such Acquisition,
(y) pro forma financial statements of Borrower and its Subsidiaries after giving effect to the consummation of such Acquisition
and (z) to the extent available, a due diligence package, in each case, prior to closing of such Acquisition; (ii) evidence satisfactory
to Collateral Agent that Borrower has, immediately before and immediately after giving effect to the consummation of such Acquisition,
unrestricted cash and Cash Equivalents in one or more Deposit Accounts or Securities Accounts subject to Control Agreements in
an aggregate amount equal to or greater than the positive value of the product of (A) twelve (12) times (B) the Monthly Cash Burn
Amount as determined as of the last day of the month immediately preceding the Acquisition for which financial statements have
been delivered to Collateral Agent and Lenders in accordance with this Agreement; and (iii) to the extent available, such other
information agreements, instruments and other documents as Collateral Agent or any Lender that is a Lender as of the Effective
Date shall reasonably request;


 


(b)such Acquisition
shall only involve assets located in the United States and comprise a business, or those assets of a business, substantially of
the type engaged in by Borrower or its Subsidiaries and which business would not subject Collateral Agent or any Lender to regulatory
or third party approvals in connection with the exercise of its rights and remedies under this Agreement or any other Loan Documents;


 


(c)Borrower shall
have delivered to Collateral Agent (i) as soon as available, executed counterparts of the respective agreements, documents or
instruments pursuant to which such Acquisition is to be consummated (including any related management, non-compete, employment,
option or other material agreements), any schedules to such agreements, documents or instruments and all other material ancillary
agreements, instruments and documents to be executed or delivered in connection therewith, (ii) to the extent required under the
related acquisition agreement, all consents and approvals from applicable Governmental Authorities and other Persons and (iii)
if required by Collateral Agent, environmental assessments satisfactory to Collateral Agent;


 


(d)at or prior to
the closing of such Acquisition, (i) Collateral Agent will be granted a first priority perfected Lien (subject to Permitted Liens),
for the ratable benefit of Collateral Agent and Lenders, in all assets or stock acquired pursuant thereto and (ii) any new Subsidiary
created or acquired pursuant to such Acquisition shall have (A) joined this Agreement as a Guarantor, (B) guaranteed the Obligations,
(C) granted to Collateral Agent, for the benefit of the Lenders, a security interest in all of its Collateral to secure such guaranty,
and (D) delivered to Collateral Agent (and, if requested, to any Lender so requesting) all documents required to be delivered
on the Effective Date pursuant to Section 3.1;


 


(e)at the time of
such Acquisition and after giving effect thereto, (i) Borrower is Solvent, and (ii) no Default or Event of Default has occurred
and is continuing;


 


(f)such Acquisition
shall not be hostile and shall have been approved by the board of directors (or other similar body) and/or the stockholders or
other equity holders of the Target;


 


(g)the business
and assets acquired in such Acquisition shall be free and clear of all Liens (other than Permitted Liens);


 


(h)the aggregate
purchase price paid and/or payable in cash or other property (other than common stock of Borrower) in connection with all Acquisitions
(including all transaction costs and all Indebtedness, liabilities and contingent obligations assumed in connection therewith
or otherwise reflected in a consolidated balance sheet of Borrower and Target) shall not exceed, in the aggregate, (i) Five Million
Dollars ($5,000,000.00) in any fiscal year and (ii) Ten Million Dollars ($10,000,000.00) during the term of this Agreement; and


 






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(i)with respect
to an Acquisition paid for in whole or in part with common stock of the Borrower, such Acquisition shall not result in any decrease
in the Tangible Net Worth of Borrower and its Subsidiaries.


 


“Permitted
Indebtedness” means (a) the Obligations, (b) Indebtedness existing on the Effective Date and set forth on the Perfection
Certificate delivered to Collateral Agent as of the Effective Date and Permitted Refinancings thereof, (c) Indebtedness consisting
of capitalized lease obligations and purchase money Indebtedness, in each case incurred by Borrower to finance the acquisition,
repair, improvement or construction of fixed or capital assets of such Person and Permitted Refinancings thereof, provided that
(i) the aggregate outstanding principal amount of all such Indebtedness does not exceed Five Hundred Thousand Dollars ($500,000.00)
at any time and (ii) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the
property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of
such acquisition, repair, improvement or construction is made), (d) Subordinated Indebtedness and (e) Indebtedness in respect
of financing of insurance premiums not to exceed Three Hundred Thousand Dollars ($300,000.00) in any fiscal year.


 


“Permitted
Investments” means (a) Investments existing on the Closing Date and set forth on the Perfection Certificate delivered
to Collateral Agent as of the Effective Date, (b) subject to Section 6.6, Investments in cash and Cash Equivalents, (c) endorsements
for collection or deposit in the ordinary course of business consistent with past practice, (d) extensions of trade credit (other
than to Affiliates of Borrower or any Subsidiary) in the ordinary course of business, (e) Investments received in connection with
the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes
with, customers or suppliers arising in the ordinary course of business, (f) loans and advances to employees of Borrower to finance
travel, entertainment and relocation expenses and other business purposes in the ordinary course of business in an aggregate outstanding
principal amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000.00) at any time, (g) Investments consisting of non-cash
loans made by Borrower to officers, directors and employees of Borrower which are used by such Persons to purchase simultaneously
the stock of Borrower, (h) Investments permitted under Borrower’s Investment Policy delivered to Collateral Agent prior
to the Closing Date, (i) joint ventures or strategic alliances in the ordinary course of business consisting of the non-exclusive
licensing of technology, the development of technology or the providing of technical support, but in no event consisting of Investments
of cash, Cash Equivalents or tangible assets, (j) Permitted Acquisitions and (k) Investments in foreign Subsidiaries of Borrower
in an aggregate amount not to exceed Fifty Thousand Dollars ($50,000.00) in any fiscal year.


 


“Permitted
Licenses” are (A) licenses of over-the-counter software that is commercially available to the public, and (B) non-exclusive
and exclusive licenses for the use of the Intellectual Property of Borrower or any of its Subsidiaries entered into in the ordinary
course of business, provided, that, with respect to each such license described in clause (B), (i) no Event of Default
has occurred or is continuing at the time of such license; (ii) the license constitutes an arms-length transaction, the terms
of which, on their face, do not provide for a sale or assignment of any Intellectual Property and do not restrict the ability
of Borrower or any of its Subsidiaries, as applicable, to pledge, grant a security interest in or lien on, or assign or otherwise
Transfer any Intellectual Property; (iii) in the case of any exclusive license, (x) Borrower delivers ten (10) days’
prior written notice and a brief summary of the terms of the proposed license to Collateral Agent and the Lenders and delivers
to Collateral Agent and the Lenders copies of the final executed licensing documents in connection with the exclusive license
promptly upon consummation thereof, and (y) any such license could not result in a legal transfer of title of the licensed property
but may be exclusive in respects other than territory and may be exclusive as to territory only as to discrete geographical areas
outside of the United States; and (iv) all upfront payments, royalties, milestone payments or other proceeds arising from the
licensing agreement that are payable to Borrower or any of its Subsidiaries are paid to a Deposit Account that is governed by
a Control Agreement.


 


“Permitted
Liens” means (a) Liens created pursuant to any Loan Document, (b) Liens existing on the Effective Date and set forth
on the Perfection Certificate delivered to Collateral Agent as of the Effective Date, (c) Liens (i) with respect to the payment
of taxes, assessments or other governmental charges, securing amounts that are not yet due or are being contested in good faith
and for which Borrower maintains adequate reserves on its Books, provided that no notice of any such Lien has been filed or recorded
under the Internal Revenue Code of 1986, as amended, and the Treasury Regulations adopted thereunder; or (ii) of suppliers, carriers,
materialmen, warehousemen, workmen or mechanics and other similar Liens, in each case imposed by law and arising in the ordinary
course of business, so long as such Liens attach only to Inventory, securing liabilities in the aggregate amount not to exceed
Twenty Five Thousand Dollars ($25,000.00), and which are not delinquent or remain payable without penalty or which are being contested
in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property
subject thereto, (d) Liens securing Indebtedness permitted under clause (c) of the definition of “Permitted Indebtedness”,
provided that (i) such Liens exist prior to the acquisition of, or attach substantially simultaneous with, or within twenty (20)
days after, the acquisition, repair, improvement or construction of, such property financed by such Indebtedness and (ii) such
Liens do not extend to any Property of Borrower other than the Property (and proceeds thereof) acquired or built, or the improvements
or repairs, financed by such Indebtedness, (e) Liens of a collection bank on items in the course of collection arising under Section
4-208 of the UCC, (f) pledges or cash deposits made in the ordinary course of business (i) in connection with workers’ compensation,
unemployment insurance or other types of social security benefits (other than any Lien imposed by ERISA), (ii) to secure the performance
of bids, tenders, leases (other than capital leases), sales or other trade contracts (other than for the repayment of borrowed
money) or (iii) made in lieu of, or to secure the performance of, surety, customs, reclamation or performance bonds (in each case
not related to judgments or litigation), (g) judgment liens (other than for the payment of taxes, assessments or other governmental
charges) securing judgments and other proceedings not constituting an Event of Default under Section 8.7 and pledges or cash deposits
made in lieu of, or to secure the performance of, judgment or appeal bonds in respect of such judgments and proceedings, (h) Liens
arising by reason of zoning restrictions, easements, licenses, reservations, restrictions, covenants, rights-of-way, encroachments,
minor defects or irregularities in title (including leasehold title) and other similar encumbrances on the use of real property
that do not materially (i) impair the value or marketability of such real property or (ii) interfere with the ordinary conduct
of the business conducted and proposed to be conducted at such real property, (i) Permitted Licenses and (j) any interest or title
of a lessor under any lease of real property entered into by Borrower in the ordinary course of business.






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“Permitted
Refinancing” means Indebtedness constituting a refinancing or extension of Indebtedness permitted under clause (b) or
clause (c) of the definition of “Permitted Indebtedness” that (a) has an aggregate outstanding principal amount not
greater than the aggregate principal amount of the Indebtedness being refinanced or extended, (b) has a weighted average life
to maturity (measured as of the date of such refinancing or extension) and maturity no shorter than that of the Indebtedness being
refinanced or extended, (c) is not entered into as part of a sale leaseback transaction, (d) is not secured by a Lien on any assets
other than the collateral securing the Indebtedness being refinanced or extended, (e) the obligors of which are the same as the
obligors of the Indebtedness being refinanced or extended and (f) is otherwise on terms no less favorable to Borrower and its
Subsidiaries, taken as a whole, than those of the Indebtedness being refinanced or extended.


 


“Person”
is any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated
organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or
government agency.


 


“Platinum-Montaur
Loan Agreement” means that certain Loan Agreement, dated as of June 25, 2013, between Borrower and Platinum-Montaur
Life Sciences LLC, as amended, restated, supplemented or otherwise modified from time to time.


 


“Platinum-Montaur
Subordinated Indebtedness” means the Indebtedness incurred by Borrower in connection with the Platinum-Montaur Loan
Agreement.


 


“Post Closing
Letter” is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.


 


“Prepayment
Fee” is, with respect to the a Term Loan (or portion thereof) subject to prepayment prior to the Maturity Date, whether
by mandatory or voluntary prepayment, acceleration or otherwise, an additional fee payable to the Lenders in amount equal to:


 


(i)for a prepayment
made on or after the Funding Date of such Term Loan (or such portion thereof) through and including the first anniversary of the
Funding Date of such Term Loan (or such portion thereof), two percent (2.00%) of the principal amount of such Term Loan (or such
portion thereof) prepaid;


 






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(ii)for a prepayment
made after the date which is after the first anniversary of the Funding Date of such Term Loan (or such portion thereof) through
and including the second anniversary of the Funding Date of such Term Loan (or such portion thereof), one percent (1.00%) of the
principal amount of the Term Loans (or such portion thereof) prepaid; and


 


(iii)for a prepayment
made after the date which is after the second anniversary of the Funding Date of such Term Loan (or such portion thereof) and
prior to the Maturity Date, no Prepayment Fee shall be applicable.


 


“Pro Rata
Share” is, as of any date of determination, with respect to each Lender, a percentage (expressed as a decimal, rounded
to the ninth decimal place) determined by dividing the outstanding principal amount of Term Loans held by such Lender by the aggregate
outstanding principal amount of all Term Loans.


 


“Registered
Organization” is any “registered organization” as defined in the Code with such additions to such term as
may hereafter be made.


 


“Repayment
Schedule” means a period equal to (i) forty-eight (48) months, if the Amortization Date is April 1, 2015; (ii) thirty-six
(36) months if the Amortization Date is April 1, 2016; and twenty-four (24) months if the Amortization Date is April 1, 2017.


 


“Required
Lenders” means (i) for so long as all of the Persons that are Lenders on the Effective Date (each an “Original
Lender”) have not assigned or transferred any of their interests in their Term Loan, Lenders holding one hundred percent
(100%) of the aggregate outstanding principal balance of the Term Loan, or (ii) at any time from and after any Original Lender
has assigned or transferred any interest in its Term Loan, Lenders holding at least sixty six percent (66%) of the aggregate outstanding
principal balance of the Term Loan and, in respect of this clause (ii), (A) each Original Lender that has not assigned or transferred
any portion of its Term Loan, (B) each assignee or transferee of an Original Lender’s interest in the Term Loan, but only
to the extent that such assignee or transferee is an Affiliate or Approved Fund of such Original Lender, and (C) any Person providing
financing to any Person described in clauses (A) and (B) above; provided, however, that this clause (C) shall only apply upon
the occurrence of a default, event of default or similar occurrence with respect to such financing.


 


“Requirement
of Law” is as to any Person, the organizational or governing documents of such Person, and any law (statutory or common),
treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or any of its property is subject.


 


“Responsible
Officer” is any of the President, Chief Executive Officer, or Chief Financial Officer of Borrower acting alone.


 


“Second Lymphoseek
Milestone” is defined in that certain separate letter agreement between Borrower and Collateral Agent dated as of the
Effective Date.


 


“Secured
Promissory Note” is defined in Section 2.4.


 


“Secured
Promissory Note Record” is a record maintained by each Lender with respect to the outstanding Obligations owed by Borrower
to Lender and credits made thereto.


 


“Securities
Account” is any “securities account” as defined in the Code with such additions to such term as may hereafter
be made.


 


“Shares”
is one hundred percent (100%) of the issued and outstanding capital stock, membership units or other securities owned or held
of record by Borrower or Borrower’s Subsidiary, in any Subsidiary; provided that, in the event Borrower, demonstrates to
Collateral Agent’s reasonable satisfaction, that a pledge of more than sixty five percent (65%) of the Shares of such Subsidiary
which is a Foreign Subsidiary, creates a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue
Code, “Shares” shall mean sixty-five percent (65%) of the issued and outstanding capital stock, membership units or
other securities owned or held of record by Borrower or its Subsidiary in such Foreign Subsidiary. Notwithstanding the foregoing,
with respect to the Excluded Subsidiaries, “Shares” means sixty-five percent (65%) of the issued and outstanding capital
stock, membership units or other securities owned or held of record by Borrower in each such Excluded Subsidiary.


 






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“Solvent”
is, with respect to any Person: the fair salable value of such Person’s consolidated assets (including goodwill minus disposition
costs) exceeds the fair value of such Person’s liabilities; such Person is not left with unreasonably small capital after
the transactions in this Agreement; and such Person is able to pay its debts (including trade debts) as they mature.


 


“Subordinated
Debt” means (i) the Platinum-Montaur Subordinated Indebtedness and (ii) any unsecured Indebtedness owing by any Loan
Party to any Person that is not a holder of any Stock or Stock Equivalents of any Loan Party on the date such Indebtedness is
incurred, which Indebtedness (x) does not exceed Seven Hundred Fifty Thousand Dollars ($750,000.00) in the aggregate at any time
outstanding and (y) is subordinated to the Obligations pursuant to a subordination, intercreditor, or other similar agreement
in form and substance satisfactory to Collateral Agent and the Lenders entered into between Collateral Agent, Borrower, and/or
any of its Subsidiaries, and the other creditor), on terms acceptable to Collateral Agent and the Lenders.


 


“Subsidiary”
is, with respect to any Person, any Person of which more than fifty percent (50%) of the voting stock or other equity interests
(in the case of Persons other than corporations) is owned or controlled, directly or indirectly, by such Person or through one
or more intermediaries.


 


“Tangible
Net Worth” means, on any date, the consolidated total assets of Borrower and its Subsidiaries minus, (a) any amounts
attributable to (i) goodwill, (ii) intangible items such as unamortized debt discount and expense, patents, trade and service
marks and names, copyrights and research and development expenses except prepaid expenses, and (iii) reserves not already deducted
from assets, and (b) the obligations that should, under GAAP, be classified as liabilities on Borrower's consolidated balance
sheet, including all Indebtedness.


 


“Target”
means any other Person or business unit or asset group of any other Person acquired or proposed to be acquired in an Acquisition.


 


“Term Loan”
is defined in Section 2.2(a) hereof.


 


“Term Loan
Commitment” is, for any Lender, the obligation of such Lender to make a Term Loan, up to the principal amount shown
on Schedule 1.1. “Term Loan Commitments” means the aggregate amount of such commitments
of all Lenders.


 


“Trademarks”
means any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same
and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks.


 


“Transfer”
is defined in Section 7.1.


 


“UK Share
Pledge Documents” means that certain Charge Over Shares and such additional agreements and instruments as Collateral
Agent may deem reasonably necessary to perfect and maintain the perfection of Collateral Agent’s security interest in the
Shares of Navidea Biopharmaceuticals Ltd.; all in form and content reasonably acceptable to Collateral Agent.


 


“Warrants”
are those certain Warrants to Purchase Stock dated as of the Effective Date, or any date thereafter, issued by Borrower in favor
of each Lender or such Lender’s Affiliates.


 


 


 


[Balance of Page Intentionally Left
Blank]


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed as of the Effective Date.


 


	BORROWER:	 	 
	 	 	 
	NAVIDEA BIOPHARMACEUTICALS, INC.	 	 
	 	 	 
	 	 	 
	By /s/ Brent L. Larson	 	 
	Name: Brent L. Larson	 	 
	Title: EVP, CFO, Treasurer and Secretary	 	 
	 	 	 
	 	 	 
	COLLATERAL AGENT AND LENDER:	 	 
	 	 	 
	OXFORD FINANCE LLC
	 	 	 
	 	 	 
	By /s/ Mark Davis	 	 
	Name: Mark Davis	 	 
	Title: Vice President-Finance, Treasurer and Secretary	 	 
	 	 	 
	 	 	 


 


 





[Signature Page to Loan and Security
Agreement]






 




    	 



    	 



    

SCHEDULE 1.1



Lenders and Commitments


 


	 	Term
    Loan	 
	Lender	Term
    Loan Commitment	Commitment
    Percentage
	OXFORD
    FINANCE LLC	$30,000,000.00	100.00%
	 	 	 
	TOTAL	$30,000,000.00	100.00%


 




    	 



    	 



    

EXHIBIT A



Description of Collateral


 


The Collateral consists of all of Borrower’s
right, title and interest in and to the following personal property:


 


All goods, Accounts
(including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements,
franchise agreements, General Intangibles (except as noted below), commercial tort claims, documents, instruments (including any
promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts and other Collateral Accounts, all certificates
of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and
all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever
located; and


 


All Borrower’s
Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions,
attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or
all of the foregoing.


 


Notwithstanding the
foregoing, the Collateral does not include (i) any Intellectual Property; provided, however, the Collateral shall include all
Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that
a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such
property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective
Date, include the Intellectual Property to the extent necessary to permit perfection of Collateral Agent’s security interest
in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property; and (ii) more than 65% of
the total combined voting power of all classes of stock entitled to vote the shares of capital stock (the “Shares”)
of any Foreign Subsidiary, if Borrower demonstrates to Collateral Agent’s reasonable satisfaction that a pledge of more
than sixty five percent (65%) of the Shares of such Subsidiary creates a present and existing adverse tax consequence to Borrower
under the U.S. Internal Revenue Code.


 


Pursuant to the terms
of a certain negative pledge arrangement with Collateral Agent and the Lenders, Borrower has agreed not to encumber any of its
Intellectual Property.


 




    	 



    	 



    

EXHIBIT B



Form of Disbursement Letter


 


[see attached]


 




    	 



    	 



    

DISBURSEMENT LETTER



March 4, 2014


 


The undersigned, being the duly elected
and acting Chief Financial Officer of NAVIDEA BIOPHARMACEUTICALS, INC., a Delaware corporation with offices located at 5600 Blazer
Parkway, Dublin, OH 43017 (“Borrower”), does hereby certify to OXFORD FINANCE LLC (“Oxford”
and “Lender”), as Collateral Agent (the “Collateral Agent”) in connection with that certain
Loan and Security Agreement dated as of March 4, 2014, by and among Borrower, Collateral Agent and the Lenders from time to time
party thereto (the “Loan Agreement”; with other capitalized terms used below having the meanings ascribed thereto
in the Loan Agreement) that:


 


1.The representations
and warranties made by Borrower in Section 5 of the Loan Agreement and in the other Loan Documents are true and correct in
all material respects as of the date hereof.


 


2.No event or
condition has occurred that would constitute an Event of Default under the Loan Agreement or any other Loan Document.


 


3.Borrower is
in compliance with the covenants and requirements contained in Sections 4, 6 and 7 of the Loan Agreement.


 


4.All conditions
referred to in Section 3 of the Loan Agreement to the making of the Loan to be made on or about the date hereof have been
satisfied or waived by Collateral Agent.


 


5.No Material
Adverse Change has occurred.


 


6.The undersigned
is a Responsible Officer.


 


 


 


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7.The proceeds
of the Term Loan shall be disbursed as follows:


 


	Disbursement from Oxford:	 	 	 
	Loan Amount	 	$30,000,000.00	 
	Plus:	 	 	 
	--Deposit Received	 	$140,000.00	 
	 	 	 	 
	Less:	 	 	 
	--Facility Fee	 	($140,000.00	)
	--Existing Debt Payoff to be remitted
    to General Electric Capital Corporation, as Collateral Agent per the Payoff Letter dated March 3, 2014	 	($_________	)
	--Interim Interest	 	($_________	)
	--Lender’s Legal Fees	 	($_________	)*
	 	 	 	 
	Net Proceeds due from Oxford:	 	$_______________ 	 
	 	 	 	 



 


8.The Term Loan
shall amortize in accordance with the Amortization Table attached hereto.


 


9.The aggregate
net proceeds of the Term Loans shall be transferred to the Designated Deposit Account as follows:


 


	Account Name:	NAVIDEA BIOPHARMACEUTICALS, INC.
	Bank Name:	[U.S. Bank]
	Bank Address:	 	 
	 	 	 
	 	 	 
	Account Number:	 	 
	ABA Number:	 	 


 


 


 


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*
Legal fees and costs are through the Effective Date. Post-closing legal fees and costs, payable after the Effective Date, to be
invoiced and paid post-closing.


 




    	 



    	 



    

Dated as of the date first set forth above.


 


	BORROWER:	 	 
	 	 	 
	NAVIDEA BIOPHARMACEUTICALS, INC.	 	 
	 	 	 
	 	 	 
	By	 	 	 
	Name:	 	 	 
	Title:	 	 	 
	 	 	 
	 	 	 
	COLLATERAL AGENT AND LENDER:	 	 
	 	 	 
	OXFORD FINANCE LLC	 	 
	 	 	 
	 	 	 
	By	 	 	 
	Name:	 	 	 
	Title:	 	 	 
	 	 	 


 


 


 





[Signature Page to Corporate Borrowing
Certificate]






 




    	 



    	 



    

 


AMORTIZATION
TABLE

(Term Loan)


 


[see attached]


 




    	 



    	 



    

EXHIBIT C



Compliance Certificate


 


	TO:	OXFORD FINANCE LLC, as Collateral
    Agent and Lender
	FROM:	NAVIDEA BIOPHARMACEUTICALS, INC.


 


The undersigned authorized officer (“Officer”)
of NAVIDEA BIOPHARMACEUTICALS, INC. (“Borrower”), hereby certifies that in accordance with the terms and conditions
of the Loan and Security Agreement by and among Borrower, Collateral Agent, and the Lenders from time to time party thereto (the
“Loan Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings given them
in the Loan Agreement),


 


(a)Borrower is
in complete compliance for the period ending _______________ with all required covenants except as noted below;


 


(b)There are no
Events of Default, except as noted below;


 


(c)Except as noted
below, all representations and warranties of Borrower stated in the Loan Documents are true and correct in all material respects
on this date and for the period described in (a), above; provided, however, that such materiality qualifier shall not be applicable
to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided,
further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete
in all material respects as of such date.


 


(d)Borrower, and
each of Borrower’s Subsidiaries, has timely filed all required tax returns and reports, Borrower, and each of Borrower’s
Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower,
or Subsidiary, except as otherwise permitted pursuant to the terms of Section 5.8 of the Loan Agreement;


 


(e)No Liens have
been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which
Borrower has not previously provided written notification to Collateral Agent and the Lenders.


 


Attached are the required documents, if
any, supporting our certification(s). The Officer, on behalf of Borrower, further certifies that the attached financial statements
are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to
the next except as explained in an accompanying letter or footnotes and except, in the case of unaudited financial statements,
for the absence of footnotes and subject to year-end audit adjustments as to the interim financial statements.


 


Please indicate compliance status since
the last Compliance Certificate by circling Yes, No, or N/A under “Complies” column.


 


	 	Reporting Covenant	Requirement	Actual	Complies
	1)	Financial
    statements	Monthly within 30 days

    Quarterly within 45 days	 	Yes

    Yes	No

    No	N/A

    N/A
	2)	Annual (CPA
    Audited) statements	Within 90 days after FYE	 	Yes	No	N/A
	3)	Annual Financial
    Projections/Budget (prepared on a monthly basis)	Annually (within 30 days of FYE), and when revised	 	Yes	No	N/A
	4)	A/R &
    A/P agings	If applicable	 	Yes	No	N/A



 






    	 



    	 



    

 


	5)	8-K,
    10-K and 10-Q Filings	Within 5 days of filing	 	Yes	No	N/A
	6)	Compliance
    Certificate	Monthly within 30 days; 

    Quarterly within 45 days	 	Yes

    Yes	No

    No	N/A

    N/A
	7)	IP Report	When required	 	Yes	No	N/A
	8)	Total amount
    of Borrower’s cash and cash equivalents at the last day of the measurement period	 	$________	Yes	No	N/A
	9)	Total amount
    of Borrower’s Subsidiaries’ cash and cash equivalents at the last day of the measurement period	 	$________	Yes	No	N/A


 


Deposit and Securities Accounts


(Please list all accounts; attach separate sheet if additional
space needed)


 


	 	Institution Name	Account Number	New Account?	Account Control Agreement
    in place?
	1)	 	 	Yes	No	Yes	No
	2)	 	 	Yes	No	Yes	No
	3)	 	 	Yes	No	Yes	No
	4)	 	 	Yes	No	Yes	No


 


Financial Covenants


 


	 	None	 	 	 


 


Other Matters


 


	1)	Have there been any changes in management since the last
    Compliance Certificate?	Yes	No
	 	 	 	 
	2)	Have there been any transfers/sales/disposals/retirement of Collateral
    or IP prohibited by the Loan Agreement?	Yes	No
	 	 	 	 
	3)	Have there been any new or pending claims or causes of action against
    Borrower that involve more than One Hundred Thousand Dollars ($100,000.00)?	Yes	No
	 	 	 	 
	4)	Have there been any amendments of or other changes to the capitalization
    table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries?  If yes, provide copies
    of any such amendments or changes with this Compliance Certificate.	Yes	No


 




    	 



    	 



    

Exceptions


 


Please explain any exceptions with respect to the certification
above: (If no exceptions exist, state “No exceptions.” Attach separate sheet if additional space needed.)


 


 


 


NAVIDEA BIOPHARMACEUTICALS, INC.


 


By  ______________________________________


Name:  ___________________________________


Title:  ____________________________________


 


Date:


 


	LENDER USE ONLY
	 	 
	Received by: ____________________	Date:  _________
	 	 
	Verified by: _____________________	Date:  _________
	 	 
	Compliance Status:YesNo



 


 




    	 



    	 



    

EXHIBIT D



Form of Secured Promissory Note


 


[see attached]


 




    	 



    	 



    

SECURED PROMISSORY NOTE

(Term Loan)


 


$____________________Dated: March
4, 2014


 


FOR VALUE RECEIVED,
the undersigned, NAVIDEA BIOPHARMACEUTICALS, INC., a Delaware corporation with offices located at 5600 Blazer Parkway, Dublin,
OH 43017 (“Borrower”) HEREBY PROMISES TO PAY to the order of OXFORD FINANCE LLC (“Lender”)
the principal amount of [___________] MILLION DOLLARS ($______________) or such lesser amount as shall equal the outstanding principal
balance of the Term Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of such Term Loan,
at the rates and in accordance with the terms of the Loan and Security Agreement dated March 4, 2014 by and among Borrower, Lender,
Oxford Finance LLC, as Collateral Agent, and the other Lenders from time to time party thereto (as amended, restated, supplemented
or otherwise modified from time to time, the “Loan Agreement”). If not sooner paid, the entire principal amount
and all accrued and unpaid interest hereunder shall be due and payable on the Maturity Date as set forth in the Loan Agreement.
Any capitalized term not otherwise defined herein shall have the meaning attributed to such term in the Loan Agreement.


 


Principal, interest and all other amounts
due with respect to the Term Loan, are payable in lawful money of the United States of America to Lender as set forth in the Loan
Agreement and this Secured Promissory Note (this “Note”). The principal amount of this Note and the interest
rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof,
endorsed on the grid attached hereto which is part of this Note.


 


The Loan Agreement, among other things,
(a) provides for the making of a secured Term Loan by Lender to Borrower, and (b) contains provisions for acceleration
of the maturity hereof upon the happening of certain stated events.


 


This Note may not be prepaid except as
set forth in Section 2.2 (c) and Section 2.2(d) of the Loan Agreement.


 


This Note and the obligation of Borrower
to repay the unpaid principal amount of the Term Loan, interest on the Term Loan and all other amounts due Lender under the Loan
Agreement is secured under the Loan Agreement.


 


Presentment for payment, demand, notice
of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement
of this Note are hereby waived.


 


Borrower shall pay all reasonable fees
and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by Lender in the enforcement
or attempt to enforce any of Borrower’s obligations hereunder not performed when due.


 


This Note shall be governed by, and construed
and interpreted in accordance with, the internal laws of the State of New York.


 


The ownership of an interest in this Note
shall be registered on a record of ownership maintained by Lender or its Collateral Agent. Notwithstanding anything else in this
Note to the contrary, the right to the principal of, and stated interest on, this Note may be transferred only if the transfer
is registered on such record of ownership and the transferee is identified as the owner of an interest in the obligation. Borrower
shall be entitled to treat the registered holder of this Note (as recorded on such record of ownership) as the owner in fact thereof
for all purposes and shall not be bound to recognize any equitable or other claim to or interest in this Note on the part of any
other person or entity.


 


 


 


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IN WITNESS WHEREOF,
Borrower has caused this Note to be duly executed by one of its officers thereunto duly authorized on the date hereof.


 


	 	 	BORROWER:
	 	 	 
	 	 	NAVIDEA BIOPHARMACEUTICALS, INC.
	 	 	 
	 	 	 
	 	 	By______________________________________
	 	 	Name:___________________________________
	 	 	Title:____________________________________


 


    	 



    	 



    

 


LOAN INTEREST RATE AND PAYMENTS OF PRINCIPAL


 


	Date
	Principal

        Amount
	Interest
        Rate
	Scheduled

        Payment Amount
	Notation
        By

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


    	 



    	 



    

 


CORPORATE BORROWING CERTIFICATE


 


	Borrower:	NAVIDEA BIOPHARMACEUTICALS, INC.	Date:
    March 4, 2014
	Lender:	OXFORD FINANCE LLC, as Collateral Agent and Lender	 
	 	 	 	 


 


I hereby certify as follows, as of the
date set forth above:


 


1.I am the Secretary, Assistant Secretary
or other officer of Borrower. My title is as set forth below.


 


2.Borrower’s exact legal name
is set forth above. Borrower is a corporation existing under the laws of the State of Delaware.


 


3.Attached hereto as Exhibit A
and Exhibit B, respectively, are true, correct and complete copies of (i) Borrower’s Certificate of
Incorporation (including amendments), as filed with the Secretary of State of the state in which Borrower is incorporated as set
forth in paragraph 2 above; and (ii) Borrower’s Bylaws. Neither such Certificate of Incorporation nor such Bylaws have
been amended, annulled, rescinded, revoked or supplemented, and such Certificate of Incorporation and such Bylaws remain in full
force and effect as of the date hereof.


 


4.The following resolutions were duly
and validly adopted by Borrower’s Board of Directors at a duly held meeting of such directors (or pursuant to a unanimous
written consent or other authorized corporate action). Such resolutions are in full force and effect as of the date hereof and
have not been in any way modified, repealed, rescinded, amended or revoked, and the Lenders may rely on them until each Lender
receives written notice of revocation from Borrower.


 


 


 


 


 


 


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Resolved,
that any one of the following officers or employees of Borrower, whose names, titles and signatures are below, may act
on behalf of Borrower:


 


	Name	Title	Signature	Authorized to
    Add or Remove Signatories
	_____________________________________	_____________________________________	_____________________________________	□
	_____________________________________	_____________________________________	_____________________________________	□
	_____________________________________	_____________________________________	_____________________________________	□
	_____________________________________	_____________________________________	_____________________________________	□


 


 


Resolved
Further, that any one of the persons designated above with a checked box beside his or her name may, from time
to time, add or remove any individuals to and from the above list of persons authorized to act on behalf of Borrower.


 


Resolved
Further, that such individuals may, on behalf of Borrower:


 


Borrow Money. Borrow money
from the Lenders.


Execute Loan Documents. Execute
any loan documents any Lender requires.


Grant Security. Grant Collateral
Agent a security interest in any of Borrower’s assets.


Negotiate Items. Negotiate
or discount all drafts, trade acceptances, promissory notes, or other indebtedness in which Borrower has an interest and receive
cash or otherwise use the proceeds.


Issue Warrants. Issue warrants
for Borrower’s capital stock.


Further Acts. Designate other
individuals to request advances, pay fees and costs and execute other documents or agreements (including documents or agreement
that waive Borrower’s right to a jury trial) they believe to be necessary to effectuate such resolutions.


 


Resolved
Further, that all acts authorized by the above resolutions and any prior acts relating thereto are ratified.


 


 


 


 


 


 


 


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5.The persons listed above are Borrower’s
officers or employees with their titles and signatures shown next to their names.


 


	 	 	By:_______________________________________
	 	 	Name:_____________________________________
	 	 	Title:______________________________________


 


*** If the Secretary, Assistant Secretary
or other certifying officer executing above is designated by the resolutions set forth in paragraph 4 as one of the authorized
signing officers, this Certificate must also be signed by a second authorized officer or director of Borrower.


 


I, the __________________________ of Borrower, hereby certify
as to paragraphs 1 through 5 above, as


[print title]


of the date set forth above.


 


	 	 	By:_______________________________________
	 	 	Name:_____________________________________
	 	 	Title:______________________________________




    	 



    	 



    

EXHIBIT A



Certificate of Incorporation (including amendments)


 


[see attached]


 




    	 



    	 



    

EXHIBIT B



Bylaws


 


[see attached]


 




    	 



    	 



    

DEBTOR:NAVIDEA BIOPHARMACEUTICALS, INC.

SECURED PARTY:OXFORD FINANCE LLC, as Collateral Agent


 


EXHIBIT A TO UCC FINANCING STATEMENT



Description of Collateral


 


The Collateral consists of all of Debtor’s
right, title and interest in and to the following personal property:


 


All goods, Accounts
(including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements,
franchise agreements, General Intangibles (except as noted below), commercial tort claims, documents, instruments (including any
promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts and other Collateral Accounts, all certificates
of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and
all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever
located; and


 


All Borrower’s
Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions,
attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or
all of the foregoing.


 


Notwithstanding the
foregoing, the Collateral does not include (i) any Intellectual Property; provided, however, the Collateral shall include all
Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that
a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such
property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective
Date, include the Intellectual Property to the extent necessary to permit perfection of Collateral Agent’s security interest
in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property; and (ii) more than 65% of
the total combined voting power of all classes of stock entitled to vote the shares of capital stock (the “Shares”)
of any Foreign Subsidiary, if Borrower demonstrates to Collateral Agent’s reasonable satisfaction that a pledge of more
than sixty five percent (65%) of the Shares of such Subsidiary creates a present and existing adverse tax consequence to Borrower
under the U.S. Internal Revenue Code.


 


Pursuant to the terms of a certain negative
pledge arrangement with Collateral Agent and the Lenders, Borrower has agreed not to encumber any of its Intellectual Property.


 


Capitalized terms used but not defined
herein have the meanings ascribed in the Uniform Commercial Code in effect in the State of New York as in effect from time to
time (the “Code”) or, if not defined in the Code, then in the Loan and Security Agreement by and between Debtor, Secured
Party and the other Lenders party thereto (as modified, amended and/or restated from time to time).