ONE OR MORE
JURISDICTIONS PRECLUDE THE BRINGING OF A PROCEEDING IN ANY OTHER JURISDICTION.
PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND FURTHER AGREES
AND CONSENTS THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR
UNDER APPLICABLE LAW, ALL SERVICE OR PROCESS IN ANY PROCEEDING IN ANY MARYLAND
STATE OR UNITED STATES COURT SITTING IN THE STATE OF MARYLAND MAY BE MADE BY
CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO PLEDGOR AT
THE ADDRESS INDICATED HEREIN, AND SERVICE SO MADE SHALL BE COMPLETE UPON
RECEIPT; EXCEPT THAT IF PLEDGOR SHALL REFUSE TO ACCEPT DELIVERY, SERVICE SHALL
BE DEEMED COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED.
17. WAIVER OF JURY TRIAL. PLEDGOR HEREBY (A) COVENANTS AND AGREES NOT TO ELECT A
TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY A JURY, AND (B) WAIVES ANY RIGHT
TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER
EXIST. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN, KNOWINGLY AND
VOLUNTARILY, BY PLEDGOR, AND THIS WAIVER IS INTENDED TO ENCOMPASS INDIVIDUALLY
EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A JURY TRIAL WOULD
OTHERWISE ACCRUE. AGENT IS HEREBY AUTHORIZED AND REQUESTED TO SUBMIT THIS
AGREEMENT TO ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER AND THE
PARTIES HERETO, SO AS TO SERVE AS CONCLUSIVE EVIDENCE OF PLEDGOR'S WAIVER OF THE
RIGHT TO JURY TRIAL. FURTHER, PLEDGOR HEREBY CERTIFIES THAT NO REPRESENTATIVE OR
AGENT OF AGENT (INCLUDING THEIR RESPECTIVE COUNSEL) HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, TO PLEDGOR THAT AGENT WILL NOT SEEK TO ENFORCE THIS WAIVER OF
RIGHT TO JURY TRIAL PROVISION.
[Signature Pages Follow]
11
IN WITNESS WHEREOF, intending to be legally bound, and intending that this
agreement constitute an agreement executed under seal, each of the parties have
caused this Pledge Agreement to be executed under seal the day and year first
above mentioned.
PLEDGOR:
FURIEX PHARMACEUTICALS, INC.
By:
/s/ Marshall H. Woodworth
(SEAL)
Name:
Marshall H. Woodworth
Title:
Chief Financial Officer
APBI HOLDINGS, LLC
By:
/s/ Marshall H. Woodworth
(SEAL)
Name:
Marshall H. Woodworth
Title:
Chief Financial Officer
DEVELOPMENT PARTNERS, LLC
By:
/s/ Marshall H. Woodworth
(SEAL)
Name:
Marshall H. Woodworth
Title:
Chief Financial Officer
GENUPRO, INC.
By:
/s/ Marshall H. Woodworth
(SEAL)
Name:
Marshall H. Woodworth
Title:
Chief Financial Officer
Pledgor Contact Information:
Furiex Pharmaceuticals, Inc.
3900
Paramount Parkway, Suite 150
Morrisville, North Carolina 26560
Attn:
President and Chief Financial Officer
FURIEX PHARMACEUTICALS, INC.
PLEDGE AGREEMENT
SIGNATURE PAGE
AGENT:
MIDCAP FUNDING III, LLC, a Delaware limited liability company
By:
/s/ Josh Groman
(SEAL)
Name:
Josh Groman
Its:
Managing Director
FURIEX PHARMACEUTICALS, INC.
PLEDGE AGREEMENT
SIGNATURE PAGE
SCHEDULE I
PLEDGED INTERESTS
Name of Pledgor:
Furiex
Pharmaceuticals,
Inc.
Furiex
Pharmaceuticals,
Inc.
Furiex
Pharmaceuticals,
Inc.
APBI
Holdings,
LLC
Development
Partners,
LLC
GenuPro,
Inc.
Company Name:
APBI Holdings,
LLC
Development
Partners, LLC
GenuPro, Inc.
N/A
N/A
N/A
Type of Type of Entity of Company:
Limited