AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 10th, 2011 • Opko Health, Inc. • Surgical & medical instruments & apparatus • Florida
This Agreement and Plan of Merger (the “Agreement”) is entered into as of January 28, 2011, among CURNA, INC., a corporation organized under the laws of Delaware (the “Company”), the individuals or entities listed on Schedules 2.3(b)(i) and 2.3(b)(ii) attached hereto (individually a “Seller” and collectively the “Sellers”), KUR, LLC, a Florida limited liability company, and the entity designated as the Sellers’ Representative herein, OPKO Pharmaceuticals, LLC, a Delaware limited liability company (“Buyer”), and OPKO CURNA LLC, a Delaware limited liability company and wholly-owned subsidiary of Buyer (“Merger Sub”).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • May 10th, 2011 • Opko Health, Inc. • Surgical & medical instruments & apparatus
THIS AMENDMENT NO. 2 (this “Amendment”) to that certain Credit Agreement dated March 27, 2007 (the “Original Agreement”), as amended by that certain Amendment No. 1 to Credit Agreement dated November 6, 2008 (“Amendment No. 1, and together with the Original Agreement, the “Amended Credit Agreement”), by and among OPKO Health, Inc., a Delaware corporation formerly known as eXegenics Inc. (“Borrower”), The Frost Group, LLC, a Florida limited liability company (the “Frost Group”) and OPKO Pharmaceuticals, LLC, a Delaware limited liability company formerly known as Acuity Pharmaceuticals, LLC (“OPKO Pharmaceuticals”), is made effective as of February 22, 2011. All capitalized terms used herein and not otherwise defined shall have the meaning ascribed such term in the Amended Credit Agreement.
THIRD AMENDED AND RESTATED SUBORDINATED NOTE AND SECURITY AGREEMENTSubordinated Note and Security Agreement • May 10th, 2011 • Opko Health, Inc. • Surgical & medical instruments & apparatus • Florida
FOR VALUE RECEIVED, OPKO Health, Inc., a Delaware corporation with offices at 4400 Biscayne Blvd., Miami, Florida 33137 (“Borrower”), pursuant to this Third Amended and Restated Subordinated Note and Security Agreement (this “Third Amended and Restated Note”), hereby promises to pay to The Frost Group, LLC, a Florida limited liability company (“Lender”) at such place as Lender may designate from time to time in writing, in lawful money of the United States of America, the principal amount of $12,000,000, or such lesser amount as shall equal the outstanding principal balance of the loan (the “Loan”) made to Borrower by Lender pursuant to the Credit Agreement, dated as of March 27, 2007, as amended by that certain Amendment No. 1 to Credit Agreement dated November 6, 2008, and Amendment No. 2 to Credit Agreement dated the date hereof, by and among Borrower, Lender and OPKO Pharmaceuticals, LLC (formerly known as Acuity Pharmaceuticals, LLC) (the “Amended Credit Agreement”), and to pay al
