SECURITY AGREEMENTSecurity Agreement • October 11th, 2017 • Adma Biologics, Inc. • Biological products, (no disgnostic substances) • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of October 10, 2017 among ADMA BIOLOGICS, INC., a Delaware corporation (“ADMA Biologics”), ADMA PLASMA BIOLOGICS, INC., a Delaware corporation (“ADMA Plasma”), ADMA BIO CENTERS GEORGIA INC., a Delaware corporation (“ADMA Bio Centers”) and ADMA BIOMANUFACTURING, LLC, a Delaware limited liability company (“ADMA BioManufacturing” and together with ADMA Biologics, ADMA Plasma and ADMA Bio Centers, each a “Debtor” and, collectively, the “Debtors”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as Agent for the benefit of the Lender (together with its successors and assigns in such capacity, the “Secured Party”).
CREDIT AGREEMENTCredit Agreement • October 11th, 2017 • Adma Biologics, Inc. • Biological products, (no disgnostic substances)
This Credit Agreement dated as of October 10, 2017 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made among ADMA Biologics, Inc., a Delaware corporation (“ADMA Biologics”), ADMA Plasma Biologics, Inc., a Delaware corporation (“ADMA Plasma”) and ADMA Bio Centers Georgia Inc., a Delaware corporation (“ADMA Bio Centers”), ADMA BioManufacturing, LLC, a Delaware limited liability company (“ADMA BioManufacturing” and together with ADMA Biologics, ADMA Plasma and ADMA Bio Centers, individually and collectively, jointly and severally, the “Borrower”), Marathon Healthcare Finance Fund, L.P., as the lender (the “Lender”), and Wilmington Trust, National Association, not individually, but as the Agent (as defined below).
TRANCHE ONE TERM NOTEAdma Biologics, Inc. • October 11th, 2017 • Biological products, (no disgnostic substances)
This Note (a) is one of the Notes referred to in the Credit Agreement dated as of October 10, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, the Lender, the Agent and any other entities from time to time party thereto and (b) is subject to the provisions of the Credit Agreement. This Note is secured as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and any guarantees, the terms and conditions upon which the security interests and any guarantee were granted and the rights of the holder of this Note in respect thereof. Borrower acknowledges and agrees that Lender and Agent may exercise all rights provided in the Loan Documents with respect to this Note.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • October 11th, 2017 • Adma Biologics, Inc. • Biological products, (no disgnostic substances) • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as from time to time amended, restated, supplemented or otherwise modified, this “Agreement”), dated as of October 10, 2017, is made by ADMA BIOLOGICS, INC., a Delaware corporation (“ADMA Biologics”), ADMA PLASMA BIOLOGICS, INC., a Delaware corporation (“ADMA Plasma”), ADMA BIO CENTERS GEORGIA INC., a Delaware corporation (“ADMA Bio Centers”) and ADMA BIOMANUFACTURING, LLC, a Delaware limited liability company (“ADMA BioManufacturing” and together with ADMA Biologics, ADMA Plasma and ADMA Bio Centers, the “Grantors” and each a “Grantor”) in favor of Wilmington Trust, National Association, in its capacity as Agent (together with its successors and assigns in such capacity, the “Secured Party”) for the benefit of itself and the Lender (as hereinafter defined).
ContractAdma Biologics, Inc. • October 11th, 2017 • Biological products, (no disgnostic substances) • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
PLEDGE AGREEMENTPledge Agreement • October 11th, 2017 • Adma Biologics, Inc. • Biological products, (no disgnostic substances) • New York
THIS PLEDGE AGREEMENT made as of this 10th day of October, 2017 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), between ADMA BIOLOGICS, INC., a Delaware corporation (“Pledgor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as agent (“Agent”) for the Lender (as defined below) (in such capacity, together with its successors and assigns, “Pledgee”).
