Exhibit 10.1


 


R-NAV, LLC


 


SERIES A PREFERRED UNIT PURCHASE AGREEMENT


 


This
Series A Preferred Unit Purchase Agreement (this “Agreement”) is made and entered into as
of July 15, 2014, by and among R-NAV, LLC, a Delaware limited liability company (the “Company”), and
each of those persons and entities, severally and not jointly, whose names are set forth on the Schedule attached hereto as Exhibit
A (the “Schedule of Purchasers”) (collectively, the “Purchasers” and each,
without distinction, a “Purchaser”).


 


Recitals


 


The Company desires
to sell, and the Purchasers desire to purchase, the number of Series A Preferred Units of the Company provided for in this Agreement
(the “Series A Preferred Units”) on the terms and conditions set forth in this Agreement.


 


Now,
Therefore, in consideration of the foregoing and the mutual promises, representations, warranties and covenants hereinafter
set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:


 


1.            AGREEMENT
TO SELL AND PURCHASE


 


1.1            Authorization
of Series A Preferred Units.


 


On or before the Closing
(as defined herein), the Company shall adopt the Amended and Restated Limited Liability Company Agreement in the form attached
hereto as Exhibit B (the “Restated LLC Agreement”) which restates and amends that certain Limited
Liability Agreement entered into by the Company and its initial members on July 14, 2014 (the “Current LLC Agreement”).
Pursuant to the Restated LLC Agreement, on or before the date of the Closing, the Company shall have authorized the sale and issuance
of up to 5,500,000 Series A Preferred Units and the Common Units (as defined herein) into which such Series A Preferred Units are
convertible (the “Conversion Units”; together with the Series A Preferred Units, and the balance of the
Common Units that are not Conversion Units, the “Units”) to the Purchasers.


 


1.2            Sale
and Purchase.


 


The Company hereby
agrees to issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms
and conditions hereof, at the Closings (as defined herein), the Purchasers, severally and not jointly, agree to purchase from the
Company, the number of Series A Preferred Units set forth opposite such Purchaser’s name on the Schedule of Purchasers at
a purchase price of $1.00 per unit (“Per Unit Purchase Price”).


 






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2.            CLOSING,
DELIVERY AND PAYMENT


 


2.1            Closing.


 


The closing of the
purchase, sale and issuance of the Series A Preferred Units shall occur at a closing (the “Closing”),
remotely via the exchange of documents and signatures on the date hereof, or at such other time and place as the Company and the
Purchasers purchasing the Series A Preferred Units at the Closing shall agree upon, orally or in writing.


 


2.2            Payment
of Purchase Price; Repurchase Right on Default.


 


            (a)            At the Closing,
each Purchaser shall pay the purchase price for the Series A Preferred Units being acquired by such Purchaser by wire transfer
of immediately available funds in accordance with wiring instructions provided by the Company; provided, that: (i) $666,666 of
the purchase price payable by Navidea Biopharmaceuticals Inc. (“Navidea”) shall be satisfied by deliver
to the Company at the Closing of an executed promissory note in form agreed by the Company and Navidea (the “Navidea
Note”) under which Navidea will be obligated to pay $333,333 in cash to the Company on each of the first and second
annual anniversaries of the date of the Closing; and (ii) $500,000 of the purchase price payable by Navidea shall be satisfied
by delivery to the Company at the Closing of the executed Navidea Services Agreement (as defined below). By executing this Agreement,
the Company and each Purchaser hereby agree and acknowledge that (x) delivery of the Navidea Note and Navidea Services Agreement
shall be deemed payment for 1,166,666 of the Series A Preferred Units being purchased by Navidea at the Closing, and (y) a “Capital
Contribution” of $666,666 under the Restated LLC Agreement shall be deemed made by Navidea by delivery of the Navidea Note,
and (z) a “Capital Contribution” of $500,000 under the Restated LLC Agreement shall be deemed made by Navidea by delivery
of the Navidea Services Agreement.


 


            (b)            In the event
that Navidea defaults under either the Navidea Note or the Navidea Services Agreement, the Company shall have all rights and remedies
available at law or in equity with respect to such default. Without limiting the foregoing, the Company shall also have the right
to cause the forfeiture by Navidea of: (i) up to 666,666 Series A Preferred Units issued to Navidea hereunder with respect to a
breach of the Navidea Note, all as more specifically set forth in the terms of such Navidea Note; and (ii) up to 500,000 Series
A Preferred Units issued to Navidea hereunder with respect to a breach of the Navidea Services Agreement, all as more specifically
set forth in the terms of such Navidea Services Agreement.


 


2.3            Delivery;
Closing Delivery Documents.


 


            (a)            At the Closing,
subject to the terms and conditions hereof, the Company will issue and deliver to each Purchaser a certificate registered in such
Purchaser’s name evidencing the Series A Preferred Units to be purchased at the Closing by such Purchaser, against payment
of the aggregate Per Unit Purchase Price therefor as provided in Section 2.2 above. Concurrently with the execution and
delivery of this Agreement, each Purchaser shall execute and deliver a counterpart signature page to the Restated LLC Agreement.


 






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            (b)            In addition
to the other documents to be delivered at Closing, and other actions to be taken at Closing, the parties acknowledge and agree
that at the Closing the parties shall take the following actions and deliver the following documents (collectively, the “Closing
Delivery Documents”):


 


(i)            Navidea shall
execute and deliver to the Company the following agreements, in the form previously agreed by Navidea and the Company and dated
as of the date of this Agreement: (A) that certain Master Services Agreement (the “Navidea Services Agreement”);
(B) (i) that certain License Agreement between Navidea and SnRA Theragnostics, Inc., a subsidiary
of the Company (“SnRA”) and (ii) that certain License Agreement between Navidea and TcRA
Imaging, Inc., a subsidiary of the Company (“TcRA”) ((i) and (ii) collectively, the “Navidea
Licenses”); (C) that certain Option to Acquire TcRA (the “TcRA Option”); and (D) that certain
Option to Acquire SnRA (the “SnRA Option” and, together with the TcRA Option, the “Option
Agreements” and with the foregoing agreements, collectively, the “Navidea Agreements”);


 


(ii)            The Company
shall execute and deliver to Navidea the Navidea Agreements;


 


(iii)            The Company
shall deliver to counsel for the Purchasers a copy of each of the following fully executed agreements with Rheumco LLC (“Rheumco”),
each in form previously disclosed to such counsel and dated as of the date of this Agreement: (A) (i) that certain License
Agreement between Rheumco and SnRA, (ii) that certain License Agreement between Rheumco and Canine Osteoarthritis Theragnostics,
Inc., a subsidiary of the Company, (iii) that certain License Agreement between Rheumco and Pediatric
Hemophilic Arthropathy, Inc., a subsidiary of the Company ((i) through (iii) collectively, the “Rheumco Licenses”);
and (B) that certain Master Services Agreement (the “Rheumco Services Agreement” and with the foregoing
agreements, collectively the “Rheumco Agreements”);


 


(iv)             The Company
shall execute and deliver the Restated LLC Agreement, the Voting Agreement (as defined below) and the Co-Sale Agreement (as defined
below) to the Purchasers (including signatures for each obtained from Rheumco);


 


(v)            Each Purchaser
shall execute and deliver the Restated LLC Agreement, the Voting Agreement and the Co-Sale Agreement to the Company;


 


(vi)             The Company
shall deliver to counsel for each Purchaser an executed Indemnification Agreement (as defined below) for each initial member of
the Board designated by such Purchaser; and


 


(vii)            The Company
shall deliver to counsel for the Purchasers a copy of each of the fully executed Warrants (as defined below), each in form previously
disclosed to such counsel and dated as of the date of this Agreement.


 


2.4            Use
of Proceeds.


 


The Company shall use
the proceeds from the sale of the Series A Preferred Units for working capital and general limited liability company purposes,
including payment of an existing promissory note as disclosed in greater detail on Section 2.4 of the Schedule of Exceptions
(the “Rheumco Note”).


 






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 3.            REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


Except as set forth
on a Schedule of Exceptions delivered by the Company to the Purchasers prior to the Closing and attached hereto as Exhibit C
(the “Schedule of Exceptions”), the Company hereby represents and warrants to each Purchaser as of the
date of this Agreement as set forth below. The section numbers in the Schedule of Exceptions correspond to the subsection numbers
in this Section 3. For purposes of this Section 3, a reference to the Company’s “Knowledge” means
the actual knowledge of Gilbert Gonzales.


 


3.1            Organization,
Good Standing and Qualification.


 


The Company is a limited
liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has
all requisite limited liability company power and authority to own and operate its properties and assets, to execute and deliver
this Agreement, the Restated LLC Agreement, the Voting Agreement in the form attached hereto as Exhibit D (the “Voting
Agreement”), the Right of First Refusal and Co-Sale Agreement in the form attached hereto as Exhibit E (the
“Co-Sale Agreement”) and the Indemnification Agreement in the form attached hereto as Exhibit F
(the “Indemnification Agreement”) (collectively, the “Transaction Agreements”),
to issue and sell the Series A Preferred Units and the Conversion Units, to carry out the provisions of this Agreement, the Transaction
Agreements and the Restated LLC Agreement and to carry on its business as presently conducted and as presently proposed to be conducted.
The Company is duly qualified and is authorized to do business and is in good standing as a foreign limited liability company in
all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification
necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the assets, liabilities,
financial condition, prospects or operations of the Company (a “Material Adverse Effect”).


 


3.2            Subsidiaries.


 


The Company has the
Subsidiaries disclosed on Section 3.2 of the Schedule of Exceptions, each of which was formed within 10 days of the Closing.
No such Subsidiary has ever conducted any material business, but each has entered into the agreements disclosed with respect to
it on Section 3.2 of the Schedule of Exceptions. The Company does not have any other ownership in or control over any other
corporation, limited liability company, partnership, joint venture or other entity of any kind. The term “Subsidiary”
means any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board
of managers or other persons performing similar functions are owned directly or indirectly by the Company.


 


3.3            Capitalization;
Voting Rights.


 


(a)            The authorized
capital of the Company, immediately prior to the Closing consists of (i) 16,830,000 Common Units, 9,333,000 of which are issued
and outstanding (the “Common Units”), and (ii) 5,665,000 Series A Preferred Units, none of which are
issued and outstanding. Section 3.3(a) of the Schedule of Exceptions sets forth a complete list of the outstanding Units
in the Company, including the name of each holder, and the type and number of Units held by such holder.


 






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(b)            Immediately prior
to the Closing: (i) no Common Units have been issued pursuant to the exercise of Options (hereinafter defined), (ii) no Options
to purchase Common Units have been granted and are currently outstanding, and (iii) 1,667,000 Common Units remain available for
future issuance to officers, managers, employees and consultants of the Company. “Options” shall mean
outstanding rights, options, or warrants to subscribe for, purchased or otherwise acquire Common Units or convertible securities.
The Company has a right of first refusal over transfers of all outstanding Common Units. Effective as of Closing, the Company will
issue warrants to purchase 165,000 Common Units and 165,000 Series A Preferred Units, each with an initial exercise price of $1.00
per Unit (the “Warrants”). Such Warrants are held by the Person disclosed on Section 3.3(b) of
the Schedule of Exceptions.


 


(c)            Other than (i)
the Warrants and the Units reserved for issuance set forth in Section 3.3(b) and the issuance of the Series A Preferred
Units, and (ii) as otherwise disclosed on Section 3.3(c) of the Schedule of Exceptions, (A) no subscription, warrant, option,
convertible security, or other right (contingent or otherwise) to purchase or otherwise acquire equity securities of the Company
is authorized or outstanding and (B) there is no commitment by the Company to issue Units, subscriptions, warrants, options, convertible
securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset.
Except as provided for in the Restated LLC Agreement or as set forth in Section 3.3(c) of the Schedule of Exceptions, the
Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any
interest therein or to pay any dividend or make any other distribution in respect thereof. Except as provided for in the Restated
LLC Agreement, the Transaction Agreements or disclosed in Section 3.3(c) of the Schedule of Exceptions, there are no voting
trusts or agreements, equity holders' agreements, registration rights agreements, pledge agreements, buy-sell agreements, rights
of first refusal, preemptive rights or proxies relating to any securities of the Company to which the Company is a party or, to
the best of the Company’s Knowledge, to which any other Person (as defined herein) is a party.


 


(d)            All issued and
outstanding Common Units (i) have been duly authorized and validly issued and are fully paid and non-assessable, and (ii) were
issued in compliance with all applicable state and federal laws concerning the issuance of securities.


 


(e)            The rights, preferences,
privileges and restrictions of the Units are as stated in the Restated LLC Agreement and such rights, preferences, privileges and
restrictions are valid, binding and enforceable and are in accordance with all applicable laws.


 


3.4            Authorization;
Binding Obligations.


 


(a)            All limited liability
company action on the part of the Company, its officers, managers and members necessary for the authorization, execution and delivery
of this Agreement, the Restated LLC Agreement, and the Transaction Agreements, the performance of all obligations of the Company
hereunder and thereunder at the Closing, the authorization, sale, issuance and delivery of the Series A Preferred Units pursuant
hereto and the issuance and delivery of the Conversion Units upon conversion of the Series A Preferred Units, has been taken prior
to or at the Closing.


 






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(b)            This Agreement,
the Restated LLC Agreement, and the Transaction Agreements, when executed and delivered by the Company, will be legal, valid and
binding obligations of the Company enforceable in accordance with their respective terms, except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, (ii)
general principles of equity that restrict the availability of equitable remedies, and (iii) to the extent that the enforceability
of the indemnification provisions in the Indemnification Agreement may be limited by applicable laws.


 


3.5            Valid
Issuance of Series A Preferred Units.


 


The Series A Preferred
Units for the Closing have been duly authorized and when issued in accordance with this Agreement will be validly issued, fully
paid and non-assessable Series A Preferred Units, and will be free and clear of all liens, charges, restrictions, claims and encumbrances
imposed by or through the Company; provided, however, that the Series A Preferred Units may be subject to restrictions on
transfer under state and/or federal securities laws, as set forth herein or in the Restated LLC Agreement or the Transaction Agreements
or as otherwise required by such laws at the time a transfer is proposed. The Conversion Units have been duly reserved for issuance.
The Conversion Units, when so issued and delivered upon conversion of the Series A Preferred Units, will be duly authorized, validly
issued, fully paid and non-assessable Common Units, and will be free and clear of all liens, charges, restrictions, claims and
encumbrances imposed by or through the Company; provided, however, that the Common Units may be subject to restrictions
on transfer under state and/or federal securities laws, as set forth herein or in the Restated LLC Agreement or the Transaction
Agreements or as otherwise required by such laws at the time a transfer is proposed. Neither the issuance, sale or delivery of
the Series A Preferred Units is, nor will the issuance or delivery of the Conversion Units upon the conversion of the Series A
Preferred Units be, subject to any preemptive right of members of the Company or to any right of first refusal or other right in
favor of any individual, limited liability company, corporation, partnership, joint venture, trust, or unincorporated organization,
or a government or any agency or political subdivision thereof (each a “Person”) that have not been properly
waived or complied with as of the date of each Closing.


 


3.6            Governmental
Consents and Filings.


 


Assuming the accuracy
of the representations made by the Purchasers in Section 4 of this Agreement, no consent, approval, order or authorization
of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority
is required on the part of the Company in connection with the execution and delivery of this Agreement and the consummation of
the transactions contemplated by this Agreement, except for filings pursuant to Regulation D of the Securities Act of 1933, as
amended (the “Securities Act”), and applicable state securities laws.


 






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3.7            Liabilities.


 


Except as disclosed
in Section 3.7 of the Schedule of Exceptions and the Rheumco Note, the Company does not have any liability (whether known
or unknown and whether absolute or contingent) having, in the aggregate, a value equal to or in excess of $10,000, except for (a)
fees, costs and expenses incurred in the organization and formation of the Company and its Subsidiaries, and the preparation and
negotiation of, and entry into, the documents and transactions contemplated by this Agreement (including the Closing Delivery Documents),
and (b) obligations under the Transaction Agreements, the Closing Delivery Documents and any other agreements, contracts and
instruments that are disclosed anywhere in the Schedule of Exceptions.


 


3.8            Agreements;
Action.


 


(a)            Except as disclosed
in Section 3.8(a) of the Schedule of Exceptions, and except for (i) standard employee benefits generally made available
to all employees, and (ii) standard manager and officer indemnification agreements approved by the Company’s Board of
Managers, and (iii) the purchase of the Company’s Units and the issuance of options to purchase Common Units, in each instance,
approved by the Company’s Board of Managers (previously provided to the Purchasers or their counsel), there are no agreements,
understandings or proposed transactions between the Company and any of its officers, managers, employees, Affiliates or any Affiliate
thereof. For purposes of this Agreement, an “Affiliate” is any Person who, directly or indirectly, controls,
is controlled by or is under common control with any other Person.


 


(b)            Except as disclosed
in Section 3.8(b) of the Schedule of Exceptions, there are no agreements, understandings, instruments, contracts, judgments,
orders, writs or decrees to which the Company is a party or by which it is bound which may involve (i) obligations (contingent
or otherwise) of, or payments to, the Company in excess of $50,000 (other than obligations of, or payments to, the Company arising
from purchase, sale or non-exclusive license agreements entered into in the ordinary course of business), or (ii) the transfer
or license of any patent, copyright, trade secret, proprietary software or firmware or other proprietary right to or from the Company
(other than licenses arising from the purchase of “off the shelf” or other standard products and related data in the
ordinary course of business).


 


(c)            Except as disclosed
in Section 3.8(c) of the Schedule of Exceptions, the Company has not (i) declared or paid any dividends, or authorized or
made any distribution upon or with respect to any class or series of its Units, (ii) incurred or guaranteed any indebtedness for
money borrowed or any other liabilities (other than with respect to dividend obligations, distributions, indebtedness and other
obligations incurred in the ordinary course of business) individually in excess of $50,000 or, in the case of indebtedness and/or
liabilities individually less than $50,000, in excess of $100,000 in the aggregate, (iii) made any loans or advances to any Person,
other than ordinary advances for travel expenses or in accordance with the Company’s employee reimbursement policy, or (iv) sold,
exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of
business. For the purposes of subsections (b) and (c) of this Section 3.8(c), all indebtedness, liabilities, agreements,
understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason
to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such
subsections.


 






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3.9            Title
to Properties and Assets; Liens, Etc.


 


The Company has good
title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien,
lease, encumbrance or charge, other than those resulting from taxes which have not yet become delinquent. All facilities, machinery,
equipment, fixtures, vehicles and other properties owned, leased or used by the Company are, to the Knowledge of the Company, in
good operating condition and repair (ordinary wear and tear excepted) and are reasonably fit and usable for the purposes for which
they are being used. The Company is in compliance with all material terms of each lease to which it is a party or is otherwise
bound. The Company does not own any real property.


 


3.10            Intellectual
Property.


 


The Company owns or
possesses sufficient legal rights to all Intellectual Property (as defined below) that is necessary to the conduct of the Company’s
business as now conducted (the “Company Intellectual Property”). To the Company’s Knowledge, such
Company Intellectual Property, as currently used, does not violate or infringe the Intellectual Property rights of others. No product
or service marketed or sold (or to the Company’s Knowledge, currently proposed to be marketed or sold) by the Company violates
any license or infringes any rights to any patents, patent applications, trademarks, trademark applications, service marks, trade
names, copyrights, trade secrets, licenses, domain names, mask works and proprietary rights and processes (collectively, “Intellectual
Property”) of any other party. Other than with respect to commercially available software products under standard
end-user object code license agreements, there is no outstanding option, license, agreement, claim, encumbrance or shared ownership
interest of any kind relating to the Company Intellectual Property other than pursuant to, or as contemplated in, the Closing Delivery
Documents or as disclosed in Section 3.10 of the Schedule of Exceptions. The Company has not received any written communications
alleging that the Company has violated or, by conducting its business, would violate any of the Intellectual Property of any other
person. To the Company’s Knowledge, it will not be necessary to use any inventions of any of its employees or consultants
(or persons it currently intends to hire) made prior to their employment by the Company (other than pursuant to its rights under
the Closing Delivery Documents). Upon the consummation of the Closing, the only Intellectual Property owned or controlled by the
Company will be the Intellectual Property licensed to the Company under the Navidea Licenses and under the Rheumco Licenses.


 


3.11            Compliance
with Other Instruments.


 


The Company is not
in violation or default of any term of its Certificate of Formation or Restated LLC Agreement, or, except as disclosed in Section
3.11 of the Schedule of Exceptions, of any provision of any mortgage, indenture, contract, agreement, instrument or contract
to which it is party or by which it is bound or of any judgment, decree, order or writ other than any such violation that, individually
or in the aggregate, would not have a Material Adverse Effect. The execution, delivery, and performance of and compliance with
this Agreement and the Transaction Agreements, and the authorization, sale, issuance and delivery of the Series A Preferred Units
pursuant hereto and the issuance and delivery of the Conversion Units upon conversion of the Series A Preferred Units, will not
result in any such violation, or constitute a default under any such term, or result in the creation of any mortgage, pledge, lien,
encumbrance or charge upon any of the properties or assets of the Company or the suspension, revocation, forfeiture or non-renewal
of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its properties.


 






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3.12            Litigation.


 


Except as disclosed
in Section 3.12 of the Schedule of Exceptions, there is no (a) action, suit, proceeding or investigation pending or, to
the Company’s Knowledge, currently threatened in writing against the Company or any officer or manager of the Company before
or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic
or foreign, (b) arbitration proceeding relating to the Company or, to the Company’s Knowledge, any officer or manager of
the Company pending, or (c) to the Company’s Knowledge, governmental inquiry pending currently threatened against the Company
or any officer or manager of the Company (including without limitation any inquiry as to the qualification of the Company to hold
or receive any license or permit). The Company is not a party to the provisions of any order, writ, injunction, judgment or decree
of any court or government agency or instrumentality. There is no action, suit, proceeding or investigation by the Company currently
pending or which the Company currently intends to initiate.


 


3.13            Tax
Matters.


 


(a)            The Company (i)
has never been a member of an affiliated group or been included in a combined, consolidated or unitary tax return; (ii) is not
a party to or bound by any tax allocation or tax sharing agreement or has any current or potential obligation to indemnify any
other Person with respect to taxes; and (iii) is not required to make any adjustments under Section 481(a) of the Internal Revenue
Code of 1986, as amended (the “Code”) by reason of a change in accounting method which affects any taxable
year ending after the date of the Closing, or has any application pending to effect such a change of accounting method.


 


(b)            The Company is
not party to and does not have any obligation under any contract to compensate any Person for excise taxes payable pursuant to
Section 4999 of the Code or for accelerated inclusion of income, additional taxes, interest or other sanction incurred by such
Person pursuant to Section 409A of the Code.


 


For purposes of this
Section, “tax” or “taxes” refers to any and all federal, state, local and foreign taxes, assessments and
other governmental charges, duties, impositions and liabilities relating to taxes, including taxes based upon or measured by gross
receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll,
recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such
amounts and any obligations under any agreements or arrangements with any other Person with respect to such amounts and including
any liability for taxes of a predecessor entity.


 






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3.14            Employees.


 


(a)            As of the date
hereof, the Company does not employ any employees and has never employed any employees. The Company’s current officers and
management personnel are employed by third parties, and are providing their services to the Company under agreements disclosed
on Section 3.8 of the Schedule of Exceptions. To the Company’s Knowledge, none of its officers or management personnel
is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to
any judgment, decree or order of any court or administrative agency, that would materially interfere with such person’s currently
contemplated duties with the Company.


 


(b)            The Company is
not delinquent in payments to any of its consultants, or independent contractors for any compensation for any service performed
for it to the date hereof or material amounts required to be reimbursed to such consultants, or independent contractors.


 


(c)            Except as disclosed
in Section 3.14 of the Schedule of Exceptions, the Company is not a party to or bound by any currently effective employment
contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee
compensation plan or agreement.


 


(d)            The Company has
not made any representations regarding equity incentives to any officer, employee, manager or consultant that are inconsistent
with the Unit amounts and terms set forth in the Company’s board minutes.


 


(e)            The Company is
not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied,
contract, commitment or arrangement with any labor union, and no labor union has requested or, to the Company’s Knowledge,
has sought to represent any of the employees, representatives or agents of the Company. There is no strike or other labor dispute
involving the Company pending, or to the Company’s Knowledge, threatened, which could have a Material Adverse Effect, nor
is the Company aware of any labor organization activity involving its employees.


 


3.15            ERISA.


 


The Company does not
now, nor has it ever, maintained, established, sponsored, contributed to or participated in any employee benefit plan which is
subject to the Employee Retirement Income Security Act of 1974, as amended. The Company has no current liability to any such employee
benefit plan, and has complied in all material respects with all applicable laws for any such employee benefit plan.


 


3.16            Registration
and Voting Rights; Restrictions on Transfer.


 


Except as required
pursuant to the Restated LLC Agreement, the Company is presently not under any obligation, and no Person has any existing rights,
to register any of the Company’s presently outstanding securities or any of its securities that may hereafter be issued.
Except as contemplated in the Voting Agreement and the Restated LLC Agreement, no member of the Company has entered into any agreement
with respect to the voting of equity securities of the Company. Except as set forth in the Restated LLC Agreement, the Company
is presently not under any obligation, and has not granted, any preemptive with respect to its equity securities.


 






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3.17            Compliance
with Laws.


 


The Company is not
in violation in any material respect of any applicable statute, rule, regulation, order or restriction of any domestic or foreign
government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties.
No governmental orders, permissions, consents, approvals or authorizations are required to be obtained and no registrations or
declarations are required to be filed in connection with the execution and delivery of this Agreement and the issuance of the Series
A Preferred Units or the Conversion Units, except such as has been duly and validly obtained or filed, or with respect to any filings
that may be made after the Closing. To the Company’s Knowledge, the Company has all franchises, permits, licenses and any
similar authority necessary for the conduct of its business as it is now being conducted. The Company is not in default in any
material respect under any of such franchises, permits or licenses.


 


3.18            Environmental
and Safety Laws.


 


The Company is and
has been in compliance in all material respects with all Environmental Laws. To the Company’s Knowledge there has been no
release or threatened release of any pollutant, contaminant or toxic or hazardous material, substance or waste, or petroleum or
any fraction thereof, (each a “Hazardous Substance”) on, upon, into or from any site currently or heretofore
owned, leased or otherwise used by the Company. There have been no Hazardous Substances generated by the Company that have been
disposed of in violation of any Environmental Laws. For purposes of this Agreement, “Environmental Laws”
means any law, regulation, or other applicable requirement relating to (x) releases or threatened release of Hazardous Substance;
(y) pollution or protection of employee health or safety, public health or the environment; or (z) the manufacture, handling, transport,
use, treatment, storage, or disposal of Hazardous Substances.


 


3.19            Offering
Valid.


 


Assuming the accuracy of the representations
and warranties of Purchasers contained in Section 4 hereof, the offer, sale and issuance of the Series A Preferred Units
pursuant hereto and the issuance and delivery of the Conversion Units upon conversion of the Series A Preferred Units will be exempt
from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration
and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither
the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to
sell all or any part of the Series A Preferred Units to any Person or Persons so as to bring the sale of such Series A Preferred
Units by the Company within the registration provisions of the Securities Act or any state securities laws. No “bad actor”
disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”)
is applicable to the Company or, to the Company’s Knowledge, any Company Covered Person, except for a Disqualification Event
as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. As used herein, a “Company Covered Person”
means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any
Person listed in the first paragraph of Rule 506(d)(1).


 






    	11



    	 



    

 


3.20            Books
and Records


 


The books of account,
ledgers, order books, records and documents of the Company accurately and completely reflect all material information relating
to the business of the Company, the location and collection of its assets, and the nature of all transactions giving rise to the
obligations or accounts receivable of the Company. The Restated LLC Agreement of the Company is in the form provided to the Purchasers.


 


3.21            Disclosure


 


Section 3 of
this Agreement (as qualified by the Schedule of Exceptions) does not contain any untrue statement of a material fact or, to the
Company’s knowledge, omit a material fact necessary to make each statement contained herein not misleading in the light of
the circumstances in which they were made. It is understood that this representation is qualified by the fact that the Company
has not delivered to the Purchasers, and has not been requested to deliver, a private placement or similar memorandum or any written
disclosure of the types of information customarily furnished to purchasers of securities.


 


 4.            REPRESENTATIONS AND WARRANTIES OF PURCHASERS




 


Each Purchaser, severally
and not jointly, hereby represents and warrants to the Company, as of the date of the Closing, as set forth below.


 


4.1            Requisite
Power and Authority.


 


The Purchaser has all
necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and the Transaction
Agreements and to carry out their provisions. All action on the Purchaser’s part required for the lawful execution and delivery
of this Agreement and the Transaction Agreements have been or will be effectively taken prior to the Closing. Upon their execution
and delivery, this Agreement and the Transaction Agreements will be valid, legal and binding obligations of the Purchaser, enforceable
in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other laws of general application affecting enforcement of creditors’ rights, and (b) as limited by general principles
of equity that restrict the availability of equitable remedies.


 


4.2            Investment
Representations.


 


The Purchaser understands
that none of the Units have been registered under the Securities Act. The Purchaser also understands that the Series A Preferred
Units are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon
such Purchaser’s representations contained in this Agreement.


 






    	12



    	 



    

 


4.3            Purchaser
Bears Economic Risk.


 


The Purchaser has substantial
experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that
it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests.
The Purchaser must bear the economic risk of this investment indefinitely unless the Units are registered pursuant to the Securities
Act, or an exemption from registration is available. The Purchaser understands that the Company has no present intention of registering
any Units. The Purchaser also understands that there is no assurance that any exemption from registration under the Securities
Act will be available and that, even if available, such exemption may not allow the Purchaser to transfer all or any portion of
the Units under the circumstances, in the amounts or at the times that the Purchaser might propose or desire.


 


4.4            Acquisition
for Own Account.


 


The Purchaser is acquiring
the Series A Preferred Units and the Conversion Units for the Purchaser’s own account for investment only, and not with a
view towards distribution, assignment or resale of the Units to others or to fractionalization of the Units in whole or in part.


 


4.5            Purchaser
Can Protect Its Interest.


 


The Purchaser represents
that by reason of its, or of its management’s, business or financial experience, the Purchaser has the capacity to protect
its own interests in connection with the transactions contemplated in this Agreement and the Transaction Agreements. Further, the
Purchaser is aware of no publication of any advertisement in connection with the transactions contemplated in the Agreement.


 


4.6            Accredited
Investor; No Bad Actor.


 


The Purchaser
is an “accredited investor” within the meaning of Rule 501 of Regulation D, as promulgated under the Securities Act.
Each Purchaser that is an entity formed for the specific purpose of purchasing the Series A Preferred Units under this Agreement
represents and warrants that, to the best of such Purchaser’s knowledge (after due inquiry), each equity owner of such Purchaser
is also an “accredited investor” within the meaning of Regulation D, as promulgated under the Securities Act. Each
Purchaser represents that neither such Purchaser, nor any person or entity with whom such Purchaser shares beneficial ownership
of Company securities, is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) to (viii)
under the Securities Act.


 


4.7            Company
Information.


 


The Purchaser has had
an opportunity to discuss the Company’s business, management and financial affairs with management of the Company and has
had the opportunity to review the Company’s operations and facilities. The Purchaser has also had the opportunity to ask
questions of and receive answers from, the Company and its management regarding the terms and conditions of this investment. The
Purchaser has had access to business and financial information regarding the Company and its prospects. The Purchaser understands
and acknowledges that the Company has encouraged the Purchaser to conduct his or her own due diligence regarding the merits and
risks of this investment. The Purchaser has conducted such due diligence as he deemed appropriate, and is fully satisfied with
the results of such due diligence. The Purchaser has received a copy of certain other materials relating to the Company as the
Purchaser has requested, if any, (collectively, the “Documents”), and confirms that he or she has carefully
read and understands these materials and has made such further investigation of the Company as was deemed appropriate to obtain
additional information to verify the accuracy of such materials and to evaluate the merits and risks of this investment. The Purchaser
is not relying upon any information provided to him or her by the Company or its agents, representatives, officers, directors or
employees, including, without limitation, the Documents, and relying solely on the results of his or her own independent investigation,
if any. Much of the information provided to the Purchaser has been in the nature of plans, beliefs, expectations, projections or
other forward-looking statements (including, without limitation, regarding the Company and its potential business, operations and
prospects, and regarding potential market opportunities). The Company and its potential business face many risks. These risks may
cause the Company’s actual results to differ significantly from any expectations, plans or projections expressed or implied
in its forward-looking statements. The Company cannot, and does not, guarantee future results, events, levels of activity, performance
or achievements, or the accuracy of its projections.


 






    	13



    	 



    

 


4.8            Rule
144.


 


The Purchaser acknowledges
and agrees that in addition to any requirements under the state securities laws, the Series A Preferred Units, and, if issued,
the Conversion Units, are “restricted securities” as defined in Rule 144 promulgated under the Securities Act as in
effect from time to time and must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption
from such registration is available. The Purchaser has been advised or is aware of the provisions of Rule 144 as promulgated under
the Securities Act as in effect from time to time (“Rule 144”), which permits limited resale of securities
purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the availability
of certain current public information about the Company, the resale occurring following the required holding period under Rule
144, and the number of securities being sold during any three-month period not exceeding specified limitations. The Purchaser has
been further advised that the Company has no present intention of satisfying the current public information requirements of Rule
144, and as a result the Purchaser will be able to rely on Rule 144 only under the limited circumstances described in paragraph
(b)(1) of that rule, which requires, among other things, that the Purchaser not be an Affiliate of the Company at the time of sale
and satisfy a one-year holding period requirement.


 


4.9            Residence.


 


If the Purchaser is
an individual, then such Purchaser resides in the state or province identified in the address of Purchaser set forth on the Schedule
of Purchasers; if the Purchaser is a partnership, corporation, limited liability company or other entity, then the office or offices
of Purchaser in which its investment decision was made is located at the address or addresses of Purchaser set forth on the Schedule
of Purchasers.


 






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4.10            Foreign
Purchasers.


 


If the Purchaser is
not a United States person (as defined by Section 7701(a)(30) of the Code), Purchaser hereby represents that it has satisfied itself
as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Series A Preferred
Units or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Series
A Preferred Units, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any government or other consents that
may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding,
redemption, sale or transfer of the Series A Preferred Units. The Purchaser’s subscription and payment for and continued
beneficial ownership of the Series A Preferred Units will not violate any applicable securities or other laws of Purchaser’s
jurisdiction.


 


4.11            No
General Solicitation.


 


To the knowledge of
the Purchaser, the Series A Preferred Units have not been offered to the Purchaser by any form of general solicitation or general
advertising, including, without limitation, (a) any advertisement, article, notice or other communication published in any newspaper,
magazine or similar media, or broadcast over television or radio, or (b) any seminar or meeting whose attendees (including the
Purchaser) have been invited by any general solicitation or general advertising.


 


4.12            No
Public Market; Transfer Restrictions.


 


The Purchaser understands
that no public market now exists for the Units, and that the Company has made no assurances that a public market will ever exist
for the Units. The Purchaser acknowledges and agrees that the Units are subject to restrictions on transfer as set forth in the
Restated LLC Agreements and the Transaction Agreements.


 


4.13            Legends.


 


The Purchaser understands
and agrees that the certificates evidencing the Series A Preferred Units or the Conversion Units, or any other securities issued
in respect of the Series A Preferred Units or the Conversion Units upon any equity split, equity dividend, recapitalization, merger,
consolidation or similar event, shall bear any legends set forth in or required by the Restated LLC Agreement or the Transaction
Agreements, any legend required by the securities laws of any state to the extent such laws are applicable to the Units represented
by the certificate bearing such legend, and the following legend:


 


THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW. NEITHER
THIS SECURITY NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS
THE SAME IS REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE AND THE COMPANY SHALL HAVE RECEIVED, AT THE EXPENSE OF THE HOLDER HEREOF, EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY
TO THE COMPANY (WHICH MAY INCLUDE, AMONG OTHER THINGS, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY).


 






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5.            MISCELLANEOUS


 


5.1            Governing
Law; Consent to Jurisdiction.


 


This Agreement shall
be governed by and construed in accordance with the laws of the State of Delaware, without regard to its principles of conflicts
of laws. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware and
the United States District Court for the District of Delaware for the purpose of any suit, action, proceeding or judgment relating
to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit,
action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving
of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such
suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the
laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit,
action or proceeding brought in any such court has been brought in an inconvenient forum.


 


5.2            Waiver
of Jury Trial.


 


EACH PARTY HERETO WAIVES
ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED
SPECIFICALLY AS TO THIS WAIVER.


 


5.3            Survival.


 


The representations,
warranties, covenants and agreements made herein shall survive any investigation made by any Purchaser and each Closing for a period
of 18 months from the date of the Closing. All statements as to factual matters contained in any certificate or other instrument
delivered by or on behalf of the Company pursuant hereto in connection with the transactions contemplated hereby shall be deemed
to be representations and warranties by the Company hereunder solely as of the date of such certificate or instrument.


 


5.4            Successors
and Assigns.


 


Except as otherwise
expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs,
executors and administrators of the parties hereto and shall inure to the benefit of and be enforceable by each Person who shall
be a holder of the Series A Preferred Units from time to time.


 


5.5            Entire
Agreement.


 


This Agreement, the
exhibits and schedules hereto, the Transaction Agreements, the Restated LLC Agreement, and the other documents delivered pursuant
hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no
party shall be liable or bound to any other in any manner by any representations, warranties, covenants and agreements except as
specifically set forth herein and therein.


 






    	16



    	 



    

 


5.6            Severability.


 


In case any provision
of the Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.


 


5.7            Amendment
and Waiver.


 


(a)            This Agreement
may be amended or modified only upon the written consent of the Company and holders of at least a majority of the Series A Preferred
Units then outstanding (treated as if converted and including any Conversion Units into which the Series A Preferred Units have
been converted that have not been sold to the public).


 


(b)            Subject to Section
5.7(c) below, any party hereto may waive compliance with any agreements, covenants or conditions for the benefit of such party
contained herein. Any agreement on the part of a party hereto to any such waiver shall be valid only if set forth in an instrument
in writing signed by or on behalf of such party.


 


(c)            The obligations
of the Company and the rights of the holders of the Series A Preferred Units and the Conversion Units under the Agreement may be
waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of
the holders of at least a majority of the Series A Preferred Units then outstanding (treated as if converted and including any
Conversion Units into which the Series A Preferred Units have been converted that have not been sold to the public). Any such waiver
effected in accordance with this Section 5.7(c) shall be binding on all parties hereto, even if they do not execute such
consent.


 


5.8            Delays
or Omissions.


 


No delay or omission
to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by another party under
this Agreement, the Transaction Agreements or the Restated LLC Agreement, shall impair any such right, power or remedy, nor shall
it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any similar
breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any
kind or character on any Purchaser’s part of any breach, default or noncompliance under this Agreement, the Transaction Agreements
or under the Restated LLC Agreement or any waiver on such party’s part of any provisions or conditions of the Agreement,
the Transaction Agreements or the Restated LLC Agreement must be in writing and shall be effective only to the extent specifically
set forth in such writing. All remedies, either under this Agreement, the Transaction Agreements, the Restated LLC Agreement, by
law, or otherwise afforded to any party, shall be cumulative and not alternative.


 






    	17



    	 



    

 


5.9            Notices.


 


All notices required
or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be
notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next
business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid,
or (d) one (1) business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written
verification of receipt. All communications shall be sent to the Company at 21 Waterway Avenue, Suite 225, The Woodlands, TX 77381,
Attn: Chief Executive Officer, Fax: (520) 792-0093, with a copy (which shall not constitute notice) to Goldberg, Meanix,
McCallin & Muth, 213 - 215 West Miner Street, West Chester, PA 19382, Attn: Martin P. Manco, Fax: 610-436-0628, and
to the Purchasers at the address as set forth for each on the Schedule of Purchasers attached hereto, or at such other address
as the Company or any Purchaser may designate by written notice to the other parties hereto.


 


5.10            Expenses;
Attorneys’ Fees.


 


Each party shall pay
all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of the Agreement. In
the event that any suit or action is instituted to enforce any provision in this Agreement, the prevailing party in such dispute
shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party
under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants,
which shall include, without limitation, all fees, costs and expenses of appeals.


 


5.11            Titles
and Subtitles.


 


The titles of the sections
and subsections of the Agreement are for convenience of reference only and are not to be considered in construing this Agreement.


 


5.12            Broker’s
Fees.


 


Each party hereto represents
and warrants that no agent, broker, investment banker, person or firm acting on behalf of or under the authority of such party
hereto is or will be entitled to any broker’s or finder’s fee or any other commission directly or indirectly in connection
with the transactions contemplated herein, except, in the case of the Company, as provided in Section 5.12 of the Schedule
of Exceptions. Each party hereto further agrees to indemnify each other party for any claims, losses or expenses incurred by such
other party as a result of the representation in this Section 5.12 being untrue.


 


5.13            Exculpation
Among Purchasers.


 


Each Purchaser acknowledges
that it is not relying upon any person, firm, limited liability company or corporation, other than the Company and its officers
and managers, in making its investment or decision to invest in the Company. Each Purchaser agrees that no Purchaser nor the respective
controlling persons, officers, managers, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser
for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Series A Preferred Units
and the Conversion Units.


 






    	18



    	 



    

 


5.14            Pronouns.


 


All pronouns contained
herein, and any variations thereof, shall be deemed to refer to the masculine, feminine or neutral, singular or plural, as to the
identity of the parties hereto may require.


 


5.15            Counterparts.


 


This Agreement may
be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.
This Agreement may be executed by facsimile, PDF or TIF signatures.


 


5.16            No
Commitment for Additional Financing.


 


The Company acknowledges
and agrees that no Purchaser has made any representation, undertaking, commitment or agreement to provide or assist the Company
in obtaining any financing, investment or other assistance, other than the purchase of the Units as set forth herein and subject
to the conditions set forth herein. In addition, the Company acknowledges and agrees that (i) no statements, whether written or
oral, made by any Purchaser or its representatives on or after the date of this Agreement shall create an obligation, commitment
or agreement to provide or assist the Company in obtaining any financing or investment, (ii) the Company shall not rely on any
such statement by any Purchaser or its representatives and (iii) an obligation, commitment or agreement to provide or assist the
Company in obtaining any financing or investment may only be created by a written agreement, signed by such Purchaser and the Company,
setting forth the terms and conditions of such financing or investment and stating that the parties intend for such writing to
be a binding obligation or agreement. Each Purchaser shall have the right, in its sole and absolute discretion, to refuse or decline
to participate in any other financing of or investment in the Company, and shall have no obligation to assist or cooperate with
the Company in obtaining any financing, investment or other assistance.


 


Signatures
on the Following Page


 




    	19



    	 



    


 


This Series
A Preferred Unit Purchase Agreement is hereby executed as of the date first above written.


 





	 	 	 	 	 	 
	COMPANY:	 	 	 	 
	 	 	 	 	 	 
	R-NAV,
        LLC	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	/s/ Gilbert Gonzales	 	 	 	 
	Name:	Gilbert Gonzales	 	 	 	 
	Title:	Chief Executive Officer	 	 	 	 



 


 


[SIGNATURE PAGE TO R-NAV, LLC


SERIES A PREFERRED UNIT PURCHASE AGREEMENT]



    	 



    	 



    


 


This Series
A Preferred Unit Purchase Agreement is hereby executed as of the date first above written.


 


	 	 	 	 	 	 
	PURCHASER:	 	 	 	 
	 	 	 	 	 	 
	CVF,
LLC	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	/s/ Richard C. Goodman	 	 	 	 
	Name:	Richard C. Goodman	 	 	 	 
	Title:	Manager	 	 	 	 



 


 


[SIGNATURE PAGE TO R-NAV, LLC


SERIES A PREFERRED UNIT PURCHASE AGREEMENT]



    	 



    	 



    

 


This Series
A Preferred Unit Purchase Agreement is hereby executed as of the date first above written.


 


	 	 	 	 	 	 
	PURCHASER:	 	 	 	 
	 	 	 	 	 	 
	INFINITY
CAPITAL III, LLC	 	 	 	 
	 	 	 	 	 	 
	By:	McRay Money Management, LLC, its Manager	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	/s/ Laurie A. McRay	 	 	 	 
	Name:	Laurie A. McRay	 	 	 	 
	Title:	Chief Executive Officer	 	 	 	 



 


 



[SIGNATURE PAGE TO R-NAV, LLC


SERIES A PREFERRED UNIT PURCHASE AGREEMENT]



    	 



    	 



    


 


This Series
A Preferred Unit Purchase Agreement is hereby executed as of the date first above written.


 


	 	 	 	 	 	 
	PURCHASER:	 	 	 	 
	 	 	 	 	 	 
	NAVIDEA
BIOPHARMACEUTICALS, INC.	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	/s/ Brent L. Larson	 	 	 	 
	Name:	Brent L. Larson	 	 	 	 
	Title:	Executive Vice President & CFO	 	 	 	 



 


 


[SIGNATURE PAGE TO R-NAV, LLC


SERIES A PREFERRED UNIT PURCHASE AGREEMENT]



    	 



    	 



    


 


Exhibit
A



SCHEDULE OF PURCHASERS


 


	
        Purchaser

         
	
        Notice Address
	
        Purchase Price
	Series A Preferred Units
	
        CVF, LLC
	
        222 N. La Salle Street, Suite
2000

        Chicago, IL 60601

         

        Attn: Richard C. Goodman, General Partner

        Fax: (312) 984-1489
	
        $2,000,000 cash
	
        2,000,000

         

	
        Infinity Capital III, LLC

         
	
        McRay Money Management, L.L.C.

        c/o Infinity Capital III, LLC

        3333 Allen Parkway, Suite 606

        Houston, TX 77019

         

        Attn: Laurie McRay

        Fax: (713) 528-0288
	
        $2,000,000 cash
	
        2,000,000

	
        Navidea Biopharmaceuticals,
Inc.

         
	
        5600 Blazer Parkway, Suite
200

        Dublin, OH 43017

         

        Attn: Chief Executive Officer

        Fax: (614) 793-7522
	
        $333,333 cash

        Navidea Note*

        Navidea Services Agreement**
	
        333.333

        666,666

        500,000

        

	
        Total
	
         
	
        
	
        5,500,000 




 


*Delivery of the Navidea Note shall constitute
payment for 666,666 of the Series A Preferred Units being purchased by Navidea, all subject to the terms of Section 2.2
of this Agreement. The parties agree that delivery of the Navidea Note will be deemed a “Capital Contribution” under
the Restated LLC Agreement in the amount of $666.666.


 


** Delivery of the Navidea Services Agreement
shall constitute payment for 500,000 of the Series A Preferred Units being purchased by Navidea, all subject to the terms of Section
2.2 of this Agreement. The parties agree that delivery of the Navidea Services Agreement will be deemed a “Capital Contribution”
under the Restated LLC Agreement in the amount of $500,000.