MidCap Funding III, LLC
EXHIBIT 10.45
MidCap Funding III, LLC
0000 Xxxxxxxx Xxx., Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000
February 27, 0000
Xxxxxxx Xxxxxxxxxxxxxxx Xxxxxx Inc.
00 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0
Attention: Xxx Xxxxxx
Dear Xx. Xxxxxx:
Reference is made to that certain Canadian Collateral Pledge Agreement (“Pledge”) dated as of May 11, 2012 by and between Stellar Pharmaceuticals Inc. (“Pledgor”) and MidCap Funding III, LLC in its capacity as agent (and in such capacity, together with its successors and assigns, “Agent”). Capitalized terms used herein without definition shall have the meanings set forth in the Pledge.
On October 1, 2012, the Borrowers (including Pledgor) amalgamated with each other to form Stellar Pharmaceuticals Inc. (“Amalco No. 1”), a corporation governed by the laws of Ontario (“Amalgamation No. 1”). On January 1, 2013, Amalco No. 1 amalgamated with Tribute Pharmaceuticals Canada Inc., an Ontario corporation, to form Tribute Pharmaceuticals Canada Inc.
As a result of Amalgamation Xx. 0, Xxxxxx Xx. 0 no longer had any subsidiaries. Accordingly, Agent hereby terminates the obligations of Pledgor under the Pledge and returns to Tribute Amalco all original equity certificates in the possession of Agent.
| Very truly yours, | |||
| MIDCAP FUNDING III, LLC | |||
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By:
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/s/ Xxxx Xxxxx | |
| Name: Xxxx Xxxxx | |||
| Title: Managing Director | |||
Enclosures
