Exhibit 10.2




 








THIS WARRANT AND THE SHARES OF COMMON
STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE
SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR NAVIDEA BIOPHARMACEUTICALS, INC. SHALL HAVE RECEIVED AN OPINION OF
COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS
IS NOT REQUIRED.


 


WARRANT TO PURCHASE


 


SHARES OF COMMON STOCK


 


OF


 


Navidea
Biopharmaceuticals, Inc.


 


Expires _______, 2035


 


	No.: [   ]	Number of Shares: [   ]
	Date of Issuance: [   ]	 
	 	 


 


FOR VALUE RECEIVED,
subject to the provisions hereinafter set forth, the undersigned, Navidea Biopharmaceuticals, Inc., a Delaware corporation (together
with its successors and assigns, the “Issuer”), hereby certifies that [ ] or its registered assigns is entitled
to subscribe for and purchase, during the period specified in this Warrant, up to [ ] ([ ]) shares (subject to adjustment as hereinafter
provided) of the duly authorized, validly issued, fully paid and non-assessable Common Stock of the Issuer, at an exercise price
per share equal to the Warrant Price then in effect, subject, however, to the provisions and upon the terms and conditions hereinafter
set forth. Capitalized terms used in this Warrant and not otherwise defined herein shall have the respective meanings specified
in Section 8 hereof.


 


1.     Term.
The right to subscribe for and purchase shares of Warrant Stock represented hereby shall commence on the date hereof and shall
expire at 5:00 p.m., Eastern Time, on ______, 2035 (such period being the “Term”).


 


2.     Method of
Exercise Payment; Issuance of New Warrant; Transfer and Exchange.


 


(a)     Time
of Exercise. The purchase rights represented by this Warrant may be exercised in whole or in part at any time and from time
to time during the Term.


 


(b)     Method
of Exercise. The Holder hereof may exercise this Warrant, in whole or in part, by the surrender of this Warrant (with the exercise
form attached hereto duly executed) at the principal office of the Issuer, and by the payment to the Issuer of an amount of consideration
therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock
with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official
bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with
the provisions of subsection (c) of this Section 2, or (iii) by a combination of the foregoing methods of payment selected by the
Holder of this Warrant.


 


(c)     Cashless
Exercise. Notwithstanding any provisions herein to the contrary, if the Per Share Market Value of one share of Common Stock
is greater than the Warrant Price (at the date of calculation as set forth below) in lieu of exercising this Warrant by payment
of cash, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal
to an amount (as determined below) by surrender of this Warrant at the principal office of the Issuer together with the properly
endorsed Notice of Exercise in which event the Issuer shall issue to the Holder a number of shares of Common Stock computed using
the following formula:


 




    	 	 	 



     


    

 






	
         

         
	X = Y - (A)(Y)
	            B
	 	 	 
	Where	X =	the number of shares of Common Stock to be issued to the Holder.
	 	 	 
	 	Y =	the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised.
	 	 	 
	 	A =	the Warrant Price.
	 	 	 
	 	B =	the Per Share Market Value of one share of Common Stock.







 


(d)     Deemed Exercise on
Certain Events.


 


(i)     This
Warrant shall be deemed to have been exercised in full upon the earlier to occur of either of the following (each, an “Automatic
Exercise Event”): (i) the closing of a firm commitment underwritten public offering of Common Stock of the Issuer pursuant
to an effective registration statement under Section 5 of the Securities Act in which the gross cash proceeds to the Issuer (before
underwriting discounts, commissions and fees) from such public offering are at least $10,000,000, or (ii) one hundred eighty (180)
days following the first Trading Date upon which the Trigger Price per share of the Common Stock equals or exceeds $7.00 per share,
but excluding from such 180 day period any Trading Day on which the Trigger Price is less than $5.00 per share. The number of shares
of Common Stock which the Holder shall receive upon an Automatic Exercise Event shall be determined by applying the cashless exercise
formula contained in Section 2(c), assuming the exercise in full of this Warrant.


 


(ii)     Upon
the occurrence of an Automatic Exercise Event, the Warrant shall be deemed to have been exercised automatically by the holder without
any further action by the holder and whether or not the Warrant is surrendered to the Company; provided, however, that the Company
shall not be obligated to issue certificates evidencing the Warrant Stock issuable upon such exercise unless the Warrant are either
delivered to the Company as provided in Section 2(b), or the holder certifies to the Company that the Warrant has been lost, stolen
or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection
with the Warrant. Upon surrender by the holder of the Warrant to the Company or the transfer agent, there shall be issued and delivered
to such holder promptly in its name as shown on such surrendered Warrant, a certificate or certificates for the number of shares
of Warrant Stock into which the Warrant surrendered were exercised on the date on which such automatic exercise occurred, and the
Company shall promptly pay in cash (at the fair market value per share of Common Stock determined by the Board of Directors as
of the date of exercise) the value of any fractional share of Warrant Stock otherwise issuable to the holder the Warrant being
exercised. Until surrendered as provided above, the Warrant shall be deemed for all corporate purposes to represent the number
of shares of Common Stock resulting from such automatic exercise.


 


(iii)     Notwithstanding
the provisions of Section 2(d)(i) if, upon the occurrence of an Automatic Exercise Event, the Issuer cannot issue shares of Common
Stock to fully effect the deemed exercise for any reason, including, without limitation, because the Issuer (i) does not have a
sufficient number of shares of Common Stock authorized and available, (ii) is otherwise prohibited by applicable law or by the
rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction
over the Issuer or its securities from issuing all of the Common Stock which is to be issued to a holder of this Warrant, or (iii)
the exercise would be prohibited by the provisions of Section 7 hereof and such prohibition has not been waived by the Holder,
then the Issuer shall issue as many shares of Common Stock as it is able to issue, and with respect to the unexercised Warrant
(the “Unexercised Warrant Stock”), deliver to the Holder an amended and restated Warrant in substantially the
form hereof. In the event that the Issuer is thereafter able to effect the exercise of the Unexercised Warrant Stock, it shall
so notify the holder in writing, and such notice shall be deemed to be an Automatic Conversion Event for purposes of this Section
2(d).


 






    	 	2	 



     


    

 


(e)     Issuance
of Stock Certificates. In the event of any exercise or deemed exercise of the rights represented by this Warrant in accordance
with and subject to the terms and conditions hereof, (i) certificates for the shares of Warrant Stock so purchased shall be dated
the date of such exercise and delivered to the Holder hereof within a reasonable time, not exceeding three (3) Trading Days after
such exercise (the “Delivery Date”) or, at the request of the Holder, issued and delivered to the Depository
Trust Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System
(“DWAC”) within a reasonable time, not exceeding three (3) Trading Days after such exercise, and the Holder
hereof shall be deemed for all purposes to be the Holder of the shares of Warrant Stock so purchased as of the date of such exercise,
and (ii) unless this Warrant has expired, a new Warrant representing the number of shares of Warrant Stock, if any, with respect
to which this Warrant shall not then have been exercised (less any amount thereof which shall have been canceled in payment or
partial payment of the Warrant Price as hereinabove provided) shall also be issued to the Holder hereof at the Issuer’s expense
within such time. Notwithstanding the foregoing to the contrary, the Issuer or its transfer agent shall only be obligated to issue
and deliver the shares to the DTC on the Holder’s behalf via DWAC (or certificates free of restrictive legends) if such exercise
is in connection with a sale by the Holder and the Holder has complied with the applicable prospectus delivery requirements or
an exemption from such registration requirements (each as evidenced by documentation furnished to and reasonably satisfactory to
the Issuer).


 


(f)     Transferability
of Warrant. Subject to Section 2(h), this Warrant may be transferred by a Holder without the consent of the Issuer. If transferred
pursuant to this paragraph, this Warrant may be transferred on the books of the Issuer by the Holder hereof in person or by the
Holder’s duly authorized attorney, upon surrender of this Warrant at the principal office of the Issuer, properly endorsed
(by the Holder executing an assignment in the form attached hereto) and upon payment of any necessary transfer tax or other governmental
charge imposed upon such transfer. This Warrant is exchangeable at the principal office of the Issuer for Warrants for the purchase
of the same aggregate number of shares of Warrant Stock, each new Warrant to represent the right to purchase such number of shares
of Warrant Stock as the Holder hereof shall designate at the time of such exchange. All Warrants issued on transfers or exchanges
shall be dated the Original Issue Date and shall be identical with this Warrant except as to the number of shares of Warrant Stock
issuable pursuant hereto.


 


(g)     Continuing
Rights of Holder. The Issuer will, at the time of or at any time after each exercise of this Warrant, upon the request of the
Holder hereof, acknowledge in writing the extent, if any, of its continuing obligation to afford to such Holder all rights to which
such Holder shall continue to be entitled after such exercise in accordance with the terms of this Warrant, provided, however,
that if any such Holder shall fail to make any such request, the failure shall not affect the continuing obligation of the Issuer
to afford such rights to such Holder.


 


(h)     Compliance
with Securities Laws.


 


(i)     The
Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Warrant Stock to be issued upon
exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for
investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Warrant Stock to be
issued upon exercise hereof except pursuant to an effective registration statement, or an exemption from registration, under the
Securities Act and any applicable state securities laws.


 


(ii)     Except
as provided in paragraph (iii) below, this Warrant and all certificates representing shares of Warrant Stock issued upon exercise
hereof shall be stamped or imprinted with a legend in substantially the following form:


 


THIS WARRANT AND THE SHARES OF
COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE
SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR NAVIDEA BIOPHARMACEUTICALS, INC. SHALL HAVE RECEIVED AN OPINION OF
COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS
IS NOT REQUIRED.


 


(iii)     The
restrictions imposed by this subsection (h) upon the transfer of this Warrant or the shares of Warrant Stock to be purchased upon
exercise hereof shall terminate (A) when such securities shall have been resold pursuant to an effective registration statement
under the Securities Act, (B) upon the Issuer’s receipt of an opinion of counsel, in form and substance reasonably satisfactory
to the Issuer, addressed to the Issuer to the effect that such restrictions are no longer required to ensure compliance with the
Securities Act and state securities laws or (C) upon the Issuer’s receipt of other evidence reasonably satisfactory to the
Issuer that such registration and qualification under the Securities Act and state securities laws are not required. Whenever such
restrictions shall cease and terminate as to any such securities, the Holder thereof shall be entitled to receive from the Issuer
(or its transfer agent and registrar), without expense (other than applicable transfer taxes, if any), new Warrants (or, in the
case of shares of Warrant Stock, new stock certificates) of like tenor not bearing the applicable legend required by paragraph
(ii) above relating to the Securities Act and state securities laws.


 






    	 	3	 



     


    

 


(i) Buy In.
In addition to any other rights available to the Holder, if the Issuer fails to cause its transfer agent to transmit to the Holder
a certificate or certificates representing the Warrant Stock pursuant to an exercise or deemed exercise on or before the Delivery
Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares
of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock which the Holder anticipated receiving
upon such exercise (a “Buy-In”), then the Issuer shall (1) pay in cash to the Holder the amount by which (x)
the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds
(y) the amount obtained by multiplying (A) the number of shares of Warrant Stock that the Issuer was required to deliver to the
Holder in connection with the exercise at issue times, (B) the price at which the sell order giving rise to such purchase obligation
was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares
of Warrant Stock for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would
have been issued had the Issuer timely complied with its exercise and delivery obligations hereunder. For example, if the Holder
purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares
of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately
preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating
the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably
requested by the Issuer. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder,
at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the
Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required
pursuant to the terms hereof.


 


3.     Stock Fully
Paid; Reservation and Listing of Shares; Covenants.


 


(a)     Stock
Fully Paid. The Issuer represents, warrants, covenants and agrees that all shares of Warrant Stock which may be issued upon
the exercise of this Warrant or otherwise hereunder will, upon issuance, be duly authorized, validly issued, fully paid and non-assessable
and free from all taxes, liens and charges created by or through Issuer. The Issuer further covenants and agrees that during the
period within which this Warrant may be exercised, the Issuer will at all times have authorized and reserved for the purpose of
the issue upon exercise of this Warrant a number of shares of Common Stock equal to the aggregate number of shares of Common Stock
exercisable hereunder to provide for the exercise of this Warrant (without regard to limitations on exercisability set forth in
Section 7).


 


(b)     Reservation.
If any shares of Common Stock required to be reserved for issuance upon exercise of this Warrant or as otherwise provided hereunder
require registration or qualification with any governmental authority under any federal or state law before such shares may be
so issued, the Issuer will in good faith use its best efforts as expeditiously as possible at its expense to cause such shares
to be duly registered or qualified. If the Issuer shall list any shares of Common Stock on any securities exchange or market it
will, at its expense, list thereon, maintain and increase when necessary such listing, of, all shares of Warrant Stock from time
to time issued upon exercise of this Warrant or as otherwise provided hereunder, and, to the extent permissible under the applicable
securities exchange’s rules, all unissued shares of Warrant Stock which are at any time issuable hereunder, so long as any
shares of Common Stock shall be so listed. The Issuer will also so list on each securities exchange or market, and will maintain
such listing of, any other securities which the Holder of this Warrant shall be entitled to receive upon the exercise of this Warrant
if at the time any securities of the same class shall be listed on such securities exchange or market by the Issuer.


 


(c)     Covenants.
Until the sooner to occur of the full exercise of this Warrant or the end of the Term, except and to the extent as waived or consented
to by the Holder, the Issuer shall not by any action, including, without limitation, amending its Certificate of Incorporation
or By-Laws or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will
at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary
or appropriate to protect the rights of Holder as set forth in this Warrant against impairment or dilution. Without limiting the
generality of the foregoing, the Issuer will (a) not increase the par value of any Warrant Stock above the amount payable therefor
upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate
in order that the Issuer may validly and legally issue fully paid and nonassessable Warrant Stock upon the exercise of this Warrant,
and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory
body having jurisdiction thereof as may be necessary to enable the Issuer to perform its obligations under this Warrant.


 






    	 	4	 



     


    

 


(d)     Loss,
Theft, Destruction of Warrants. Upon receipt of evidence satisfactory to the Issuer of the ownership of and the loss, theft,
destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of indemnity or
security satisfactory to the Issuer or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the
Issuer will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing
the right to purchase the same number of shares of Common Stock.


 


4.     Adjustment
of Warrant Price and Warrant Share Number. The number of shares of Common Stock for which this Warrant is exercisable, and
the price at which such shares may be purchased upon exercise of this Warrant, shall be subject to adjustment from time to time
as set forth in this Section 4. The Issuer shall give the Holder notice of any event described below which requires an adjustment
pursuant to this Section 4 in accordance with Section 5. Notwithstanding any adjustment hereunder,
at no time shall the Warrant Price be greater than $0.01 per share, except if it is adjusted pursuant to Section 4(b)(iii). 


 


(a)     Recapitalization,
Reorganization, Reclassification, Consolidation, Merger or Sale.


 


(i)     In
case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a)
consolidate with or merge into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation
or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or
surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or
exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties
or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the
case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided
in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such
Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in
effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such
exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been
entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant (without
giving effect to the limitations on exercise set forth in Section 7 hereof) immediately prior thereto (including the right to elect
the type of consideration, if applicable), subject to adjustments (subsequent to such corporate action) as nearly equivalent as
possible to the adjustments provided for elsewhere in this Section 4. 


 


(ii)     Notwithstanding
anything contained in this Warrant to the contrary and so long as the surviving entity is a Qualifying Entity, the Issuer will
not be deemed to have effected any Triggering Event if, prior to the consummation thereof, each Person (other than the Issuer)
which may be required to deliver any Securities, cash or property upon the exercise of this Warrant as provided herein shall assume,
by written instrument delivered to the Holder of this Warrant and reasonably satisfactory to the Holder, (A) the obligations of
the Issuer under this Warrant (and if the Issuer shall survive the consummation of such Triggering Event, such assumption shall
be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B)
the obligation to deliver to such Holder such shares of Securities, cash or property as, in accordance with the foregoing provisions
of this subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly delivered to such Holder,
an opinion of counsel for such Person, which shall be reasonably satisfactory to the Holder, stating that this Warrant shall thereafter
continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection
(a)) shall be applicable to the Securities, cash or property which such Person may be required to deliver upon any exercise of
this Warrant or the exercise of any rights pursuant hereto.


 






    	 	5	 



     


    

 


(b)     Stock
Dividends, Subdivisions and Combinations. If at any time the Issuer shall:


 


(i)     set
a record date or take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend payable
in, or other distribution of, shares of Common Stock,


 


(ii)     subdivide
its outstanding shares of Common Stock into a larger number of shares of Common Stock, or


 


(iii)     combine
its outstanding shares of Common Stock into a smaller number of shares of Common Stock,


 


then (1) the number of shares
of Common Stock for which this Warrant is exercisable immediately after the occurrence of any such event shall be adjusted to equal
the number of shares of Common Stock which a record holder of the same number of shares of Common Stock for which this Warrant
is exercisable immediately prior to the occurrence of such event (without giving effect to the limitations on exercise set forth
in Section 7 hereof) would own or be entitled to receive after the happening of such event, and (2) the Warrant Price then in effect
shall be adjusted to equal (A) the Warrant Price then in effect multiplied by the number of shares of Common Stock for which this
Warrant is exercisable immediately prior to the adjustment (without giving effect to the limitations on exercise set forth in Section
7 hereof) divided by (B) the number of shares of Common Stock for which this Warrant is exercisable immediately after such adjustment
(without giving effect to the limitations on exercise set forth in Section 7 hereof).


 


(c)     Certain
Other Distributions. If at any time the Issuer shall set a record date or take a record of the holders of its Common Stock
for the purpose of entitling them to receive any dividend or other distribution of:


 


(i)     cash
(other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the
laws of the jurisdiction of incorporation of the Issuer),


 


(ii)     any
evidences of its indebtedness, any shares of stock of any class or any other securities or property of any nature whatsoever, or


 


(iii)     any
warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any
other securities or property of any nature whatsoever,


 


then (1) the number of shares
of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common
Stock for which this Warrant is exercisable immediately prior to such adjustment (without giving effect to the limitations on exercise
set forth in Section 7 hereof) multiplied by a fraction (A) the numerator of which shall be the Per Share Market Value of Common
Stock at the date of taking such record and (B) the denominator of which shall be such Per Share Market Value minus the amount
allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by
the Board of Directors of the Issuer and supported by an opinion from an investment banking firm reasonably acceptable to the Holder)
of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription
or purchase rights so distributable, and (2) the Warrant Price then in effect shall be adjusted to equal (A) the Warrant Price
then in effect multiplied by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to the
adjustment (without giving effect to the limitations on exercise set forth in Section 7 hereof) divided by (B) the number of shares
of Common Stock for which this Warrant is exercisable immediately after such adjustment (without giving effect to the limitations
on exercise set forth in Section 7 hereof). A reclassification of the Common Stock (other than a change in par value, or from par
value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall
be deemed a distribution by the Issuer to the holders of its Common Stock of such shares of such other class of stock within the
meaning of this Section 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of
shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case
may be, of the outstanding shares of Common Stock within the meaning of Section 4(b).


 


(d)     [reserved]


 


(e)     [reserved]


 


(f)     [reserved]


 


(g)     [reserved]


 


(h)     [reserved]


 






    	 	6	 



     


    

 


(i)     Other
Provisions Applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments
of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect provided for
in this Section 4:


 


(i)     [Reserved]


 


(ii)     [Reserved]


 


(iii)     Fractional
Interests. In computing adjustments under this Section 4, fractional interests in Common Stock shall be taken into account
to the nearest one one-hundredth (1/100 th ) of a share.


 


(iv)     When
Adjustment Not Required. If the Issuer shall take a record of the holders of its Common Stock for the purpose of entitling
them to receive a dividend or distribution or subscription or purchase rights and shall, thereafter and before the distribution
to stockholders thereof, legally abandon its plan to pay or deliver such dividend, distribution, subscription or purchase rights,
then thereafter no adjustment shall be required by reason of the taking of such record and any such adjustment previously made
in respect thereof shall be rescinded and annulled.


 


(j)     Form
of Warrant after Adjustments. The form of this Warrant need not be changed because of any adjustments in the Warrant Price
or the number and kind of securities purchasable upon exercise of this Warrant.


 


(k)     Escrow
of Property. If after any property becomes distributable pursuant to this Section 4 by reason of the taking of any record of
the holders of Common Stock, but prior to the occurrence of the event for which such record is taken, and the Holder exercises
this Warrant, such property shall be held in escrow for the Holder by the Issuer to be distributed to the Holder upon and to the
extent that the event actually takes place, upon payment of the then current Warrant Price. Notwithstanding any other provision
to the contrary herein, if the event for which such record was taken fails to occur or is rescinded, then such escrowed property
shall be returned to the Issuer.


 


5.     Notice of
Adjustments. Whenever the Warrant Price or Warrant Share Number shall be adjusted pursuant to Section 4 hereof (for purposes
of this Section 5, each an “adjustment”), the Issuer shall cause its Chief Financial Officer to prepare and execute
a certificate setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method
by which such adjustment was calculated (including a description of the basis on which the Board made any determination hereunder),
and the Warrant Price and Warrant Share Number after giving effect to such adjustment, and shall cause copies of such certificate
to be delivered to the Holder of this Warrant promptly after each adjustment. Any dispute between the Issuer and the Holder of
this Warrant with respect to the matters set forth in such certificate may at the option of the Holder of this Warrant be submitted
to one of the national accounting firms currently known as the “big four” selected by the Holder, provided, however,
that the Issuer shall have ten (10) days after receipt of notice from such Holder of its selection of such firm to object thereto,
in which case such Holder shall select another such firm and the Issuer shall have no such right of objection. The firm selected
by the Holder of this Warrant as provided in the preceding sentence shall be instructed to deliver a written opinion as to such
matters to the Issuer and such Holder within thirty (30) days after submission to it of such dispute. Such opinion shall be final
and binding on the parties hereto.


 


6.     Fractional
Shares. No fractional shares of Warrant Stock will be issued in connection with any exercise hereof, but in lieu of such fractional
shares, the Issuer shall at its option either (a) make a cash payment therefor equal in amount to the product of the applicable
fraction multiplied by the Per Share Market Value then in effect or (b) issue one whole share in lieu of such fractional share.


 


7.     Certain Exercise
Restrictions. 


 


(a)     Notwithstanding
anything to the contrary set forth in this Warrant, at no time may a holder of this Warrant exercise this Warrant if the number
of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common
Stock owned by such holder at such time, the number of shares of Common Stock which would result in such holder beneficially owning
(as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder)
in excess of 4.99% of all of the Common Stock outstanding at such time; provided, however, that upon a holder of this Warrant
providing the Issuer with sixty-one (61) days notice (pursuant to Section 13 hereof) (the “Waiver Notice”) that
such holder would like to waive this Section 7(a) with regard to any or all shares of Common Stock issuable upon exercise
of this Warrant, this Section 7(a) will be of no force or effect with regard to all or a portion of the Warrant referenced in the
Waiver Notice; provided, further, that this Section 7(a) shall be of no further force or effect during the sixty-one (61) days
immediately preceding the expiration of the term of this Warrant.


 






    	 	7	 



     


    

 


(b)     Notwithstanding
anything to the contrary set forth in this Warrant, at no time may a holder of this Warrant exercise this Warrant if the number
of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common
Stock owned by such holder at such time, the number of shares of Common Stock which would result in such holder beneficially owning
(as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder)
in excess of 9.99% of all of the Common Stock outstanding at such time; provided, however, that upon a holder of this Warrant providing
the Issuer with sixty-one (61) days notice (pursuant to Section 13 hereof) (the “Waiver Notice”) that such holder
would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this
Section 7 will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; provided,
further, that this Section 7(b) shall be of no further force or effect during the sixty-one (61) days immediately preceding the
expiration of the term of this Warrant.


 


8.     Definitions.
For the purposes of this Warrant, the following terms have the following meanings:


 


“Board”
shall mean the Board of Directors of the Issuer.


 


“Capital
Stock” means and includes (i) any and all shares, interests, participations or other equivalents of or interests in (however
designated) corporate stock, including, without limitation, shares of preferred or preference stock, (ii) all partnership interests
(whether general or limited) in any Person which is a partnership, (iii) all membership interests or limited liability company
interests in any limited liability company, and (iv) all equity or ownership interests in any Person of any other type.


 


“Certificate
of Incorporation” means the Certificate of Incorporation of the Issuer as in effect on the Original Issue Date, and as
hereafter from time to time amended, modified, supplemented or restated in accordance with the terms hereof and thereof and pursuant
to applicable law.


 


“Closing
Price” shall mean (i) the last trading price per share of the Common Stock on such date on the NYSE MKT or other registered
national stock exchange on which the Common Stock is then listed, or if there is no such price on such date, then the last trading
price on such exchange or quotation system on the date nearest preceding such date, or (ii) if the price of the Common Stock is
not then reported on a national securities exchange, the last trading price per share of the Common Stock as reported by the OTC
Bulletin Board, or (iii) if the Common Stock is not listed on a national securities exchange or quoted on the OTC Bulletin Board,
then the average of the “Pink Sheet” quotes for the relevant date, as reported by the National Quotation Bureau, Inc.,
or (iv) if the Common Stock is not then publicly traded the fair market value of a share of Common Stock as mutually determined
by the Issuer and the Majority Holders.


 


“Common Stock”
means the Common Stock, par value $.001 per share, of the Issuer and any other Capital Stock into which such stock may hereafter
be changed.


 


“Common Stock
Equivalent” means any Convertible Security or warrant, option or other right to subscribe for or purchase any Additional
Shares of Common Stock or any Convertible Security.


 


“Exchange
Agreement” means the Securities Exchange Agreement dated as of __, 2015 between the Issuer and the Holder.


 


“Governmental
Authority” means any governmental, regulatory or self-regulatory entity, department, body, official, authority, commission,
board, agency or instrumentality, whether federal, state or local, and whether domestic or foreign.


 


“Holders”
mean the Persons who shall from time to time own any Warrant. The term “Holder” means one of the Holders.


 


“Independent
Appraiser” means a nationally recognized or major regional investment banking firm or firm of independent certified public
accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Issuer) that
is regularly engaged in the business of appraising the Capital Stock or assets of corporations or other entities as going concerns,
and which is not affiliated with either the Issuer or the Holder of any Warrant.


 






    	 	8	 



     


    

 


“Issuer”
means Navidea Biopharmaceuticals, Inc., a Delaware corporation, and its successors.


 


“Majority
Holders” means at any time the Holders of Warrants, substantially in the form of this Warrant, exercisable for a majority
of the shares of Warrant Stock issuable under the Warrants at the time outstanding.


 


“Original
Issue Date” means the date hereof.


 


“OTC Bulletin
Board” means the over-the-counter electronic bulletin board.


 


“Person”
means an individual, corporation, limited liability company, partnership, joint stock company, trust, unincorporated organization,
joint venture, Governmental Authority or other entity of whatever nature.


 


“Per Share
Market Value” means on any particular date (a) the last trading price on any national securities exchange on which the
Common Stock is listed, or, if there is no such price, the closing bid price for a share of Common Stock in the over-the-counter
market, as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated or similar organization or agency
succeeding to its functions of reporting prices) at the close of business on such date, or (b) if the Common Stock is not then
reported by the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar organization or agency succeeding
to its functions of reporting prices), then the average of the “Pink Sheet” quotes for the Common Stock on such date,
or (c) if the Common Stock is not then publicly traded the fair market value of a share of Common Stock on such date as determined
by the Board in good faith; provided, however, that the Majority Holders, after receipt of the determination by the
Board, shall have the right to select, jointly with the Issuer, an Independent Appraiser, in which case, the fair market value
shall be the determination by such Independent Appraiser; and provided , further that all determinations of the Per
Share Market Value shall be appropriately adjusted for any stock dividends, stock splits or other similar transactions during the
period between the date as of which such market value was required to be determined and the date it is finally determined. The
determination of fair market value shall be based upon the fair market value of the Issuer determined on a going concern basis
as between a willing buyer and a willing seller and taking into account all relevant factors determinative of value, and shall
be final and binding on all parties. In determining the fair market value of any shares of Common Stock, no consideration shall
be given to any restrictions on transfer of the Common Stock imposed by agreement or by federal or state securities laws, or to
the existence or absence of, or any limitations on, voting rights.


 


“Qualifying
Entity” means an entity which has its common equity securities traded or quoted on a national securities exchange or
the OTC Bulletin Board.


 


“Securities”
means any debt or equity securities of the Issuer, whether now or hereafter authorized, any instrument convertible into or exchangeable
for Securities or a Security, and any option, warrant or other right to purchase or acquire any Security. “Security”
means one of the Securities.


 


“Securities
Act” means the Securities Act of 1933, as amended, or any similar federal statute then in effect.


 


“Subsidiary”
means any corporation at least 50% of whose outstanding Voting Stock, and a limited liability company at least 50% of whose membership
interests, shall at the time be owned directly or indirectly by the Issuer or by one or more of its Subsidiaries.


 


“Term”
has the meaning specified in Section 1 hereof.


 


“Trading
Day” means (a) a day on which the Common Stock is traded on the OTC Bulletin Board, or (b) if the Common Stock is not
traded on the OTC Bulletin Board, a day on which the Common Stock is quoted in the over-the-counter market as reported by the National
Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices); provided,
however, that in the event that the Common Stock is not listed or quoted as set forth in (a) or (b) hereof, then Trading
Day shall mean any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions
in the State of New York are authorized or required by law or other government action to close.


 


“Trigger
Price” means the average VWAP for any thirty (30) consecutive Trading Days.


 


“Voting Stock”
means, as applied to the Capital Stock of any corporation, Capital Stock of any class or classes (however designated) having ordinary
voting power for the election of a majority of the members of the Board of Directors (or other governing body) of such corporation,
other than Capital Stock having such power only by reason of the happening of a contingency.


 






    	 	9	 



     


    

 


“VWAP”
means, for any date, (i) the daily volume weighted average price of the Common Stock for such date on the NYSE MKT (or other national
securities exchange, if applicable) as reported by Bloomberg Financial L.P. (based on a Trading Day from 9:30 a.m. Eastern Time
to 4:02 p.m. Eastern Time); or (ii) if the Common Stock is not then listed or quoted on a national securities exchange, and if
prices for the Common Stock are then reported on the OTC Bulletin Board (or a similar organization or agency succeeding to its
functions of reporting prices), the most recent bid price per share of the Common Stock so reported.


 


“Warrants”
means the Series W Warrants issued and sold pursuant to the Exchange Agreement, including, without limitation, this Warrant, and
any other warrants of like tenor issued in substitution or exchange for any thereof pursuant to the provisions hereof or of any
of such other Warrants.


 


“Warrant
Price” initially means U.S. $0.01, as such price may be adjusted from time to time as shall result from the adjustments
specified in this Warrant, including Section 4 hereto.


 


“Warrant
Share Number” means at any time the aggregate number of shares of Warrant Stock which may at such time be purchased upon
exercise of this Warrant, after giving effect to all prior adjustments and increases to such number made or required to be made
under the terms hereof.


 


“Warrant
Stock” means Common Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable pursuant to any Warrant
or Warrants.


 


9.     Other Notices.
In case at any time:


 


(a)     the Issuer shall make
any distributions to the holders of Common Stock; or


 


(b)     the Issuer shall authorize
the granting to all holders of its Common Stock of rights to subscribe for or purchase any shares of Capital Stock of any class
or of any Common Stock Equivalents or other rights; or


 


(c)      there shall be any
reclassification of the Capital Stock of the Issuer; or


 


(d)      there shall be any
capital reorganization by the Issuer; or


 


(e)      there shall be any
(i) consolidation or merger involving the Issuer or (ii) sale, transfer or other disposition of all or substantially all of the
Issuer’s property, assets or business (except a merger or other reorganization in which the Issuer shall be the surviving
corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger,
sale, transfer or other disposition involving a wholly-owned Subsidiary); or


 


(f)     there shall be a voluntary
or involuntary dissolution, liquidation or winding-up of the Issuer or any partial liquidation of the Issuer or distribution to
holders of Common Stock;


 


then, in each of such cases, the Issuer
shall give written notice to the Holder of the date on which (i) the books of the Issuer shall close or a record shall be taken
for such dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be, shall take place. Such notice also shall specify the date as of which
the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled
to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification,
consolidation, merger, disposition, dissolution, liquidation or winding-up, as the case may be. Such notice shall be given at least
twenty (20) days prior to the action in question and not less than twenty (20) days prior to the record date or the date on which
the Issuer’s transfer books are closed in respect thereto. The Holder shall have the right to send two (2) representatives
selected by it to each meeting, who shall be permitted to attend, but not vote at, such meeting and any adjournments thereof. This
Warrant entitles the Holder to receive copies of all financial and other information distributed or required to be distributed
to the holders of the Common Stock.


 






    	 	10	 



     


    

 


10.     Amendment
and Waiver. Any term, covenant, agreement or condition in this Warrant may be amended, or compliance therewith may be waived
(either generally or in a particular instance and either retroactively or prospectively), by a written instrument or written instruments
executed by the Issuer and the Majority Holders; provided, however, that no such amendment or waiver shall reduce the Warrant
Share Number, increase the Warrant Price, shorten the period during which this Warrant may be exercised or modify any provision
of this Section 11 without the consent of the Holder of this Warrant.


 


11.     Governing
Law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO PRINCIPLES OF CONFLICTS OF LAW, EXCEPT TO THE EXTENT THE GENERAL CORPORATION LAW OF DELAWARE SHALL APPLY.


 


12.     Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earlier of (i) the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile telephone number specified for notice prior to 5:00 p.m., eastern time, on a Trading Day, (ii) the
Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone
number specified for notice later than 5:00 p.m., eastern time, on any date and earlier than 11:59 p.m., eastern time, on such
date, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service or (iv) actual
receipt by the party to whom such notice is required to be given. The addresses for such communications shall be with respect to
the Holder of this Warrant or of Warrant Stock issued pursuant hereto, addressed to such Holder at its last known address or facsimile
number appearing on the books of the Issuer maintained for such purposes, or with respect to the Issuer, addressed to:


  


Navidea Biopharmaceuticals, Inc.


5600 Blazer Parkway, Suite 200


Dublin, OH 43017


Tel. No.: (614) 793-7500


Fax No.: (614) 793-7520


 


with a copy to: 


 


Dickinson Wright
PLLC


150 East Gay
Street, Suite 2400


Columbus, OH
43215


Attn: William
J. Kelly, Jr.


Fax: (248)
433-7274


 


Copies of notices to the Holder shall be
sent to Burak Anderson & Melloni, PLC, 30 Main Street, Burlington, Vermont 05402, Tel No.: (802) 862-0500, Fax No.: (802) 862-8176.
Any party hereto may from time to time change its address for notices by giving at least ten (10) days written notice of such changed
address to the other party hereto.


 


13.     Warrant Agent.
The Issuer may, by written notice to each Holder of this Warrant, appoint an agent having an office in New York, New York for the
purpose of issuing shares of Warrant Stock on the exercise of this Warrant pursuant to subsection (b) of Section 2 hereof, exchanging
this Warrant pursuant to subsection (d) of Section 2 hereof or replacing this Warrant pursuant to subsection (d) of Section 3 hereof,
or any of the foregoing, and thereafter any such issuance, exchange or replacement, as the case may be, shall be made at such office
by such agent.


 


14.     Remedies.
The Issuer stipulates that the remedies at law of the Holder of this Warrant in the event of any default or threatened default
by the Issuer in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate and that,
to the fullest extent permitted by law, such terms may be specifically enforced by a decree for the specific performance of any
agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise.


 


15.     Successors
and Assigns. This Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors
and assigns of the Issuer, the Holder hereof and (to the extent provided herein) the Holders of Warrant Stock issued pursuant hereto,
and shall be enforceable by any such Holder or Holder of Warrant Stock.


 






    	 	11	 



     


    

 


16.     Modification
and Severability. If, in any action before any court or agency legally empowered to enforce any provision contained herein,
any provision hereof is found to be unenforceable, then such provision shall be deemed modified to the extent necessary to make
it enforceable by such court or agency. If any such provision is not enforceable as set forth in the preceding sentence, the unenforceability
of such provision shall not affect the other provisions of this Warrant, but this Warrant shall be construed as if such unenforceable
provision had never been contained herein.


 


17.     Headings.
The headings of the Sections of this Warrant are for convenience of reference only and shall not, for any purpose, be deemed a
part of this Warrant.


 


18.     Voting.
This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Issuer prior to the exercise
hereof as set forth in Section 2.


 


 


 


 


[Signature page follows]


 




    	 	12	 



     


    

 


IN WITNESS WHEREOF,
the Issuer has executed this Warrant as of _________, 2015.


 


	 	 	 
	 	NAVIDEA BIOPHARMACEUTICALS, INC.
	
         

         
	
         

         
	
         

         

	 	By:	            	 
	 	Name:
	 	Title:


 


 


 


 




    	 	13	 



     


    

 


NAVIDEA BIOPHARMACEUTICALS, INC.


 


WARRANT


EXERCISE FORM


 


 


The undersigned                                                    ,
pursuant to the provisions of the within Warrant, hereby elects to purchase _____ shares of Common Stock of Navidea Biopharmaceuticals,
Inc. covered by the within Warrant.


 


	Dated:	 	 	Signature	 
	 	 	 	 	 
	 	 	 	Address	 
	 	 	 	 	 


 


Number of shares of Common Stock beneficially
owned or deemed beneficially owned by the Holder on the date of Exercise: _________________________


 


The undersigned is an “accredited investor” as defined
in Regulation D under the Securities Act of 1933, as amended.


 


The undersigned intends that payment
of the Warrant Price shall be made as (check one):


 


Cash Exercise _______


 


Cashless Exercise _______


 


If the Holder has elected a Cash Exercise,
the Holder shall pay the sum of $________ by certified or official bank check (or via wire transfer) to the Issuer in accordance
with the terms of the Warrant.


 


If the Holder has elected a Cashless Exercise,
a certificate shall be issued to the Holder for the number of shares equal to the whole number portion of the product of the calculation
set forth below, which is ___________.


 


X = Y - (A)(Y)


                 B


 


Where: 


 


The number
of shares of Common Stock to be issued to the Holder __________________(“X”).


 


The number of shares of Common Stock purchasable
upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised
___________________________ (“Y”).


 


The Warrant
Price ______________ (“A”).


 


The Per Share Market Value of one share
of Common Stock _______________________ (“B”).


 




    	 	14	 



     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED, _________________ hereby
sells, assigns and transfers unto __________________ the within Warrant and all rights evidenced thereby and does irrevocably constitute
and appoint _____________, attorney, to transfer the said Warrant on the books of the within named corporation.


 


	Dated:	 	 	Signature	 
	 	 	 	 	 
	 	 	 	Address	 
	 	 	 	 	 


 


 


 


PARTIAL ASSIGNMENT


 


FOR VALUE RECEIVED, _________________ hereby
sells, assigns and transfers unto __________________ the right to purchase _________ shares of Warrant Stock evidenced by the within
Warrant together with all rights therein, and does irrevocably constitute and appoint ___________________, attorney, to transfer
that part of the said Warrant on the books of the within named corporation.


 


	Dated:	 	 	Signature	 
	 	 	 	 	 
	 	 	 	Address	 
	 	 	 	 	 


 


FOR USE BY THE ISSUER ONLY:


 


This Warrant No. ___ canceled (or transferred
or exchanged) this _____ day of ___________, _____, shares of Common Stock issued therefor in the name of _______________, Warrant
No. _____ issued for ____ shares of Common Stock in the name of _______________.


 






    	 	15