Exhibit 10.19.3
CONSENT, ASSUMPTION AND SECOND LOAN MODIFICATION AGREEMENT
This Consent, Assumption and Second Loan Modification Agreement (this "Loan
Modification Agreement") is entered into as of March 31, 2009, by and among
SILICON VALLEY BANK, a California corporation, with its principal place of
business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan
production office located at 8020 Tower Crescent Drive, Suite 475, Vienna,
Virginia 22182 ("SVB"), as agent ("Agent"), and the Lenders, SVB and OXFORD
FINANCE CORPORATION ("Oxford"), and PHARMATHENE, INC. ("New Borrower")
(successor by merger with Pharmathene U.S. Corporation, a Delaware corporation,
the "Existing Borrower"), a Delaware corporation with its chief executive office
located at One Park Place, Suite #450, Annapolis, MD 21401.
1.
DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. AMONG OTHER
INDEBTEDNESS AND OBLIGATIONS WHICH MAY BE OWING BY EXISTING BORROWER TO LENDERS,
EXISTING BORROWER IS INDEBTED TO LENDERS PURSUANT TO A LOAN ARRANGEMENT DATED AS
OF MARCH 30, 2007, EVIDENCED BY, AMONG OTHER DOCUMENTS, A CERTAIN LOAN AND
SECURITY AGREEMENT DATED AS OF MARCH 30, 2007, BETWEEN EXISTING BORROWER AND
LENDERS, AS AMENDED BY A CERTAIN CONSENT AND FIRST LOAN MODIFICATION AGREEMENT
DATED AS OF MARCH 20, 2008, BETWEEN EXISTING BORROWER AND LENDERS (THE "FIRST
CONSENT") (AS AMENDED, THE "LOAN AGREEMENT").
CAPITALIZED TERMS USED BUT NOT
OTHERWISE DEFINED HEREIN SHALL HAVE THE SAME MEANING AS IN THE LOAN AGREEMENT.
CURRENTLY SVB AND OXFORD ARE THE ONLY LENDERS.
2.
ASSUMPTION.
NEW BORROWER HAS MERGED WITH EXISTING BORROWER AND
IS THE SURVIVING LEGAL ENTITY OF SUCH MERGER.
NEW BORROWER HEREBY JOINS THE
LOAN AGREEMENT AND EACH OF THE LOAN DOCUMENTS AND ALL OTHER DOCUMENTS AND
INSTRUMENTS IN CONNECTION WITH THE LOAN AGREEMENT, AND AGREES TO COMPLY WITH AND
BE BOUND BY ALL OF THE TERMS, CONDITIONS AND COVENANTS OF THE LOAN AGREEMENT AND
LOAN DOCUMENTS, AS IF IT WERE ORIGINALLY NAMED A "BORROWER" THEREIN. WITHOUT
LIMITING THE GENERALITY OF THE PRECEDING SENTENCE, NEW BORROWER HEREBY ASSUMES
AND AGREES TO PAY AND PERFORM WHEN DUE ALL PRESENT AND FUTURE INDEBTEDNESS,
LIABILITIES AND OBLIGATIONS OF EXISTING BORROWER UNDER THE LOAN AGREEMENT AND
THE LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, THE OBLIGATIONS.
ALL PRESENT
AND FUTURE OBLIGATIONS OF EXISTING BORROWER SHALL BE DEEMED TO REFER TO ALL
PRESENT AND FUTURE OBLIGATIONS OF NEW BORROWER.
NEW BORROWER ACKNOWLEDGES THAT
THE OBLIGATIONS ARE DUE AND OWING TO LENDERS FROM EXISTING BORROWER, WITHOUT ANY
DEFENSE, OFFSET OR COUNTERCLAIM OF ANY KIND OR NATURE WHATSOEVER AS OF THE DATE
HEREOF.
ALL REFERENCES IN THE LOAN DOCUMENTS, AND THIS LOAN MODIFICATION
AGREEMENT, TO "BORROWER" SHALL BE DEEMED TO REFER TO NEW BORROWER.
3.
GRANT OF SECURITY INTEREST.
TO SECURE THE PROMPT PAYMENT AND
PERFORMANCE OF ALL OF THE OBLIGATIONS, NEW BORROWER HEREBY GRANTS THE COLLATERAL
AGENT, FOR THE BENEFIT OF THE LENDERS TO SECURE THE PAYMENT AND PERFORMANCE IN
FULL OF ALL OF THE OBLIGATIONS, A CONTINUING SECURITY INTEREST IN, AND PLEDGES
TO THE COLLATERAL AGENT, FOR THE BENEFIT OF THE LENDERS, THE COLLATERAL,
WHEREVER LOCATED, WHETHER NOW OWNED OR HEREAFTER ACQUIRED OR ARISING,