SECURED PROMISSORY NOTESecured Promissory Note • March 9th, 2011 • Celldex Therapeutics, Inc. • In vitro & in vivo diagnostic substances
FOR VALUE RECEIVED, the undersigned, CELLDEX THERAPEUTICS, INC., a Delaware corporation (“Celldex”) and CELLDEX RESEARCH CORPORATION, a Delaware corporation (“Celldex Research”; Celldex and Celldex Research are referred to herein individually and collectively, jointly and severally, as “Borrower”) HEREBY PROMISES TO PAY to the order of GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”) the principal amount of FIVE MILLION DOLLARS ($5,000,000) or such lesser amount as shall equal the outstanding principal balance of the Term Loan made to Borrower by GECC, plus interest on the aggregate unpaid principal amount of the Term Loan, at the rates and in accordance with the terms of certain Loan and Security Agreement dated as of December 30, 2010 by and among Borrower, MIDCAP FUNDING V, LLC, a Delaware limited liability company (as assignee of MIDCAP FINANCIAL, LLC, a Delaware limited liability company (“MidCap”), as collateral agent (“Agent”), and MidCap as a “Lender” thereunder, as amended by a c
JOINDER AND FIRST LOAN MODIFICATION AGREEMENTLoan Modification Agreement • March 9th, 2011 • Celldex Therapeutics, Inc. • In vitro & in vivo diagnostic substances • Maryland
This Joinder and First Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of March 7, 2011 by and among (i) MIDCAP FUNDING V, LLC, a Delaware limited liability company (as assignee of MIDCAP FINANCIAL, LLC, a Delaware limited liability company), with an office located at 7735 Old Georgetown Road, Suite 400, Bethesda, Maryland 20814 (“MidCap”), as collateral agent (“Agent”); (ii) MidCap as a “Lender”; (iii) GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), as a “Lender”(MidCap and GECC in their capacities as a “Lender” are each referred to herein as a “Lender”, and are collectively referred to herein as the “Lenders”); (iv) CELLDEX THERAPEUTICS, INC., a Delaware corporation (“Celldex”); and (v) CELLDEX RESEARCH CORPORATION, a Delaware corporation (“Celldex Research”; Celldex and Celldex Research are referred to herein individually and collectively, jointly and severally, as “Borrower”).
