___________________________________________________ PLEDGE AGREEMENT ON A QUOTA OF FIDIA ADVANCED BIOPOLYMERS S.r.l. ___________________________________________________

1.

INTERPRETATION

1

2.

GUARANTEE

5

3.

PERFECTION OF PLEDGE

5

4.

VOTING RIGHTS; DIVIDENDS

6

5.

ENFORCEMENT OF PLEDGE

7

6.

REPRESENTATION AND WARRANTIES

7

7.

COVENANTS

8

8.

MAINTENANCE OF THE PLEDGE

9

9.

CANCELLATION OF PLEDGE

10

10.

VARIOUS

10

11.

APPLICABLE LAW AND JURISDICTION

10

(A)

with the agreement called “Credit Agreement” (as amended or integrated time to time, the “Financing Agreement”) entered in Boston, on January 31, 2008 between the Pledgor, as the “Borrower”, ANIKA SECURITIES, INC., as the “Guarantor”, or fidejussor, and Bank of America, as the “Administrative Agent”, or common representative, and “Lender”, which granted in favor of the Pledgor a financing for a maximum amount equal to US$ 16.000.000 (the “Financing”). The main terms of the Financing are indicated in the Attachment 1 (Main terms of the Financing);

(B)

the Financing Agreement is amended and integrated with the agreement called “Consent and First Amendment” and entered in Boston, Massachussets, on December 31, 2009 between the same parties of the Financing Agreement;

(C)

at the day hereof the Pledgor holds a quota equal to Euro 1.848.915, representing the entire corporate capital of Fidia Advanced Biopolymers S.r.l., with legal office in Abano Terme (PD), Via Ponte della Fabbrica 3/B, registered in the Companies Register of Padova, fiscal code n. 01510440744] (the “Company”);

(D)

pursuant to article 6.13 (“Additional Guarantors”) of the Credit Agreement and as condition of Consent and First Amendment, the Pledgor undertook to establish in favor of the Guaranteed Creditors (as defined below) a pledge on a quota equal to 65% of the corporate capital of the Company.

1.

1.1

 

(a)

bank of America; and

 

(b)

any successor, universal or particular, any transferee or assignee of Bank of America, as Agent Bank;

 

(a)

Bank of America or one of its Affiliate, as parties of a Cash Management Agreement; and

 

(b)

any successor, universal or particular, any transferee or assignee of Bank of America o one of its Affiliate in the Cash Management Agreement.

 

 

 

(a)

the dividends paid or to be paid with respect to the Quota;

 

(b)

any other distribution (in money or in kind) or any other amount paid or to be paid with respect to the Quota (included each amount paid or to be paid afterward the distribution of the corporate reserves, however denominated, or the liquidation of the Company);

 

(c)

each dividend, distribution or any other amount paid or to be paid with respect to Related Securities Rights.

 

(a)

Bank of America; and

 

(b)

any successor, universal or particular, any transferee or assignee of Bank of America, as “Lender”, or lending, pursuant to the Financing Agreement.

 

(a)

all the pecuniary obligations of the Pledgor, actual or potential, toward to the Agent Bank and Financial Banks indicated in the Financing Agreement (included the “Notes”, as defined in the Financing Agreement), included, in particular, the obligations of reimburse of capital, the payment obligations with respect to the rates (included the interest on delayed payment) accrued on the financing indicated in Financing Agreement and the obligations related to payment of awards, commissions, indemnities, compensations, expenses, tax and other costs resulting from the Financing Agreement (included the costs related to the renewal, the extension, the amendment and the refinancing as well as the costs and the legal expenses supported by the Agent Bank and the Financial Banks with respect to Financing Agreement);

 

(b)

subsequently to the executions indicated in article 3.3 (Hedge Agreement and Cash Management Agreement), all the pecuniary obligations of the Pledgor, actual and potential, towards to the Hedging Counterparties pursuant to the  Hedging Agreements;

 

(c)

subsequently to the executions indicated in article 3.3 (Hedge Agreement and Cash Management Agreement), all the pecuniary obligations of the Pledgor, actual and potential, towards to the Cash Management Counterparties pursuant to the  Cash Management Agreements.

 

(a)

Bank of America or one of its Affiliate, as parties of an Hedge Agreement; and

 

(b)

any successor, universal or particular, transferee or assignee of Bank of America or one of its Affiliate in Hedge Agreement.

 

(a)

each Dividend;

 

(b)

each option right related to the Quota or to Related Securities Rights; and

 

(c)

each quota or any other security right or attributed or attributable rights to the Pledgor, in change of or in relation with each Related Securities Right.

1.2

1.3

 

(a)

exercise the rights, the powers and the faculties attributed to Guaranteed Creditors pursuant to this Agreement and, however, with respect to the Pledge;

 

(b)

enter any amendment agreement of this Agreement, any further pledge agreement which must be entered pursuant to the dispositions of this Agreement and possible amendments or integrations as well as any deed or document which will be necessary to the cancellation of the Pledge, included an approval agreement for the cancellation of the agreement; and

 

(c)

enforce the Pledge, it being understood that the Agent Bank will have the possibility to delegate one of the Guaranteed Creditors.

2.

(a)

With this Agreement the Pledgor irrevocably establishes a pledge in favor of the Guaranteed Creditors to guarantee the exact and punctual execution of the Guaranteed Obligations (the “Pledge”).

(b)

In case of any event, included, but not limited to, any capital increase which has as effect the increase the Company’s corporate capital (the “Increase of the Quota”), the Pledgor undertakes to sign a deed of establishment or a deed of acknowledgment which will have the similar contents of this Agreement or any other document, and the Pledgor undertakes to do all it is necessary to establish or acknowledge the existence of the pledge rights on the Quota, as increased, in favor of the Guaranteed Creditors.

3.

3.1

(a)

Subsequently to the stipule of this Agreement, the Pledgor shall file a notarial certified copy in Companies Register of Padova, pursuant to article 2470 of civil code.

(b)

Should the Company keep the quotaholder’s book, the Pledgor, within five Business Days starting from the confirmation of the filing above, shall:

 

(i)

cause the Pledge to be noted in the quotaholder’s book; and

 

(ii)

deliver to the Agent Bank a certified copy of the quotaholder’s book pages reporting the Pledge annotation.

(c)

The annotation in the quotaholder’s book of the Company, where applicable, will be effected using the formula indicated in Attachment 2 (Text of the annotation in quotaholder’s book of the Company).

3.2

3.3

(a)

Promptly, and, in any case within 5 (five) Business Day starting from the signing of any Hedging Agreement or Cash Management Agreement, the Pledgor and the counterparty of such Hedge Agreement or Cash Management Agreement shall enter in front of a Public Notary an amendment agreement which confirms the validity and the effectiveness of the Pledge also with respect to the pecuniary obligations of the Pledgor, actual or potential, resulting from such Hedging Agreement or Cash Management Agreement. In the amendment agreement of this paragraph, the previsions indicated in article 3.1 will be applied (Filing of Pledge Agreement and Pledge annotation).

(b)

The dispositions of this Agreement will be applied for all the additional agreement entered pursuant to this article 3.3.

4.

4.1

4.2

(a)

Should an Event of Default occur, the Guaranteed Creditors have the right to exercise the Voting Rights and the Administrative Rights through the Agent Bank.

(b)

With respect to paragraph (a) above, the Agent Bank will send a notice to the Pledgor and to the Company giving them information of the occurance of the Event of Default and of the intention to exercise the Voting Rights and the Administrative Rights and, once received such notice the Pledgor will not exercise the Voting Rights and the Administrative Rights; and

 

(i)

until the Event of Default is terminated, the Guaranteed Creditors will be the sole having the right to exercise the Voting Rights and the Administrative Rights through the Agent Bank.

4.3

4.4

(a)

If the Agent Bank sent the notice to the Pledgor giving it information related to the occurance of the Event of Default, the Dividends will be paid to Agent Bank on behalf the Guaranteed Creditors.

(b)

The Agent Bank will assign the Dividends received pursuant to paragraph (a) with the scope to satisfy the Guaranteed Obligations as indicated in the Financial Documents.

5.

(a)

Upon occurance of an Event of Default and in any subsequent moment, the Guaranteed Creditors, through the Agent Bank, without prejudice to any other right or action provided for the law, pursuant to the article 2798 of civil code, will have the rights to sell the Object of Pledge or part of it, after expiration of a 5 day period starting from the receipt from Pledgor of the intimation pursuant to article 2797, paragraph 1, of civil code.

(b)

The Pledgor and the Guaranteed Creditors agree that, pursuant to article 2797, last paragraph, of civil code, the Guaranteed Creditors will have the possibility to sell the Object of Pledge entirely or part of it, also in more instalments, with or without an auction through an authorized intermediary or a judicial officer or any other authorized person.

(c)

The Agent Bank will assign the proceeds resulting from the Pledge’s enforcement in order to satisfy the Guaranteed Obligation, pursuant to indicated in Financial Documents.

6.

(a)

Without any prejudice and in addition to the representations and warranties of the Financing Agreement and of the Financial Documents, the Pledgor declares and guarantees that:

 

(i)

the Pledgor is the sole holder of the Quota, which is free from security guarantees and third party rights, with exclusion of the Pledge;

 

(ii)

the Quota represents altogether the 65% of Company’s corporate capital and it was effectively issued, signed and free; the Company’s corporate capital equal to Euro 1.848.915 at this date is entirely filed;

 

(iii)

the Quota is not subject to attachment, or other enforceability action from third party or other measures which could limit the ability to dispose of the Quota or which could prejudice the execution of Pledge;

 

(iv)

there are not circumstances which could legitimate the withdraw from the Company.

(b)

The representations of this article will be considered reiterated by the Pledgor to each date indicated in the article 5 (“Representations and Warranties”) of the Financing Agreement.

7.

(a)

to sign (and cause the Company to sign) and deliver to the Agent Bank the documents and the deeds and carry out any action (and cause the Company to carry out any action) which the Agent Bank can request in order to:

 

(i)

establish and perfect a valid and effective pledge in favor of the Guaranteed Creditors;

 

(ii)

keep the validity and the effectiveness of the Pledge and the rights and claims of the Guaranteed Creditors pursuant to this Agreement;

 

(iii)

allow to the Agent Bank and Guaranteed Creditors the exercise of the rights and the claims attributed pursuant to this Agreement; and

 

(iv)

perfect the extention of the Pledge on the Related Rights;

(b)

to transfer or dispose of the Quota, entirely or in part;

(c)

except with prior approval of the Agent Bank, not to exercise the rights of article 2795, paragraph 3 and 4, of civil code;

(d)

not to create or allow the creation of guarantees or others third’s right on the Object of Pledge;

(e)

not to carry out claims which can prejudice, directly or indirectly, the validity, the effectiveness and the enforcement of the Pledge or the rights of Guaranteed Creditors pursuant to this Agreement;

(f)

if entitled to exercise the Voting Rights, not to express its vote or consent on Decisions regarding matters which are not communicated to the Agent Bank 3 day before the date in which such Decision has been taken, except written approval from the Agent Bank;

(g)

to send to the Agent Bank a copy of the Company’s meeting minute or the documents from which result the quotaholders consent related to each Decision within 10 Business Day starting from the date in which the Decision has been taken;

(h)

in case of increase of the Company’s corporate capital, to sign such increase of Company’s corporate capital in proportion to the participation held in the Company; and

(i)

to cooperate with the Guaranteed Creditors in order to protect the rights of the Guaranteed Creditors on the Object of the Pledge against any claim from third party.

8.

(a)

Pursuant to article 1232 of civil code, the Parties agree that the Pledge will remain valid and effective in case of objective novation (change) of one or more of the Guaranteed Obligations.

(b)

Pursuant to 1275 of civil code, the Pledgor expressive and irrevocably gives its consent to keep the Pledge in case of subjective novation (change of creditor) of one or more of the Guaranteed Obligations.

(c)

The Parties expressive recognize that, with reference to the Pledge, a transfer of whole or part of the Financing Agreement (also included through Transfer) or Hedging Agreement or Cash Management Agreement and a transfer of whole or part of one or more of the Credit Rights shall be qualified as a transfer of agreement or transfer of credit and, therefore, will not cause a objective novation of the Guaranteed Obligation nor they will have a novation effect upon the Financing Agreement or upon the Hedging Agreement or Cash Management Agreements or on the Pledge.

(d)

Without prejudice the provisions of paragraph (a), (b) e (c) above, in case of:

 

(i)

objective novation of one or more of the Guaranteed Obligations;

 

(ii)

subjective novation of one or more of the Guaranteed Obligations;

 

(iii)

transfer of whole or part of the Financing Agreement (included through Transfer), of the Hedging Agreements or of Cash Management Agreement;

 

(iv)

transfer, entirely o in part, of one or more of the Credit Rights; or

 

(v)

amendment of some disposition of the Financing Agreement, Hedging Agreements and Cash Management Agreements or Guaranteed Obligations,

(e)

Pursuant to article 1407, paragraph 1 of civil code, the Pledgor gives its express and irrevocable consent to transfer from one of the Guaranteed Creditors whole or part of the own position of pledge pursuant to this Agreement in favor of any successor, transferee or assignee of such Guaranteed Creditor.

(f)

The Pledgor gives its consent so that any communication from the Agent Bank having as subject a Transfer will be deemed a notice of transfer of this Agreement pursuant to paragraph (e) above and article 1407, paragraph 1, of civil code.

(g)

The Financial Banks accept that the receipt by the Agent Bank of the communication pursuant to paragraph (b)(iv) of article 11.06 (“Successors and Assigns”) of Financing Agreement shall be deemed as an appropriate notice of transfer pursuant to paragraph (e) above and article 1407, paragraph 1, of civil code.

9.

(a)

At the Date in which all the Guaranteed Obligations will be entirely fulfilled and the “Commitment” (as defined in Financing Agreement) will terminate, the Pledge will be released from the Agent Bank, upon request by and with expenses to be borne by the Pledgor.

(b)

The Pledgor expressive acknowledges that, before the request indicated in point (a) above, the Pledge will remain valid and effective despite all the Obligations may have been entirely and unconditionally fulfilled.

10.

(a)

Any amendment to this Agreement or waiver of a right resulting from this Agreement shall be effective only if it is agreed in writing between the Parties.

(b)

The rights, the actions, and the remedies provided for this Agreement in favor of the Guaranteed Creditors are added and they do not exclude further rights, claims, and remedies owned or legitimated pursuant to an agreement by the Guaranteed Creditors (included, for instance, those of the Financial Documents) or pursuant to the law.

(c)

The Pledge established with this Agreement joins and does not prejudice in any way the further guarantees owned by the Guaranteed Creditors for the Guaranteed Obligations.

(d)

The invalidity or the ineffectiveness of some of the dispositions of this Agreement will not prejudice the validity or the effectiveness of the other disposition of this Agreement.

(e)

The Agent Bank and the Guaranteed Creditors will be not liable, except in case of fraud or gross negligence, for the damages caused to the Company or to the Pledgor as a consequence of the exercise or missed exercise of the rights, claims or remedies provided for this Agreement.

(f)

Taxies, duties and the expenses of this Agreement and the formalities and of the next cancellations will be borne from the Pledgor. In light of above and in compliance with for article 11.04 (“Expenses; Indemnity; Damage Waiver”) of Financing Agreement, the Pledgor undertakes to reimburse, simultaneously with the signing of this Agreement, fees and expenses of the legal council to the Agent bank for which request is done before the signing of this Agreement.

(g)

 

11.

(a)

This Agreement shall be governed by the laws of the Republic of Italy.

(b)

It is being understood the exclusive competences provided for law, the Court of Milan shall have exclusive competence to decide any dispute deriving from this Agreement.

Amount:

US$ 16.000.000

Finance company:

Anika Therapeutics, INC.

Interest Rate:

the yearly interest rate on the financing is equal, optionally of financed company (i) to the Eurodollar Rate (as defined in the Financing Agreement) related to each Interest Period (as defined in the Financing Agreement) increased of the 0,75% or (ii) equal to the Base Rate (as defined in the Financing Agreement)

Expiration:

December 31, 2015

Reimbursement Modalities:

In 28 quarterly instalments, each one shall be paid in corrispondence to each Principal Payment Date (as defined in the Financing Agreement), to be calculated on the basis of a ten-year amortization period and in order that the last instalment is equal to the amount of the financing still to be paid at that date.

1.

we take note of the pledge resulting from the deed of pledge and we take note of obligations hired by the Pledgor pursuant to the deed of Pledge;

2.

we take note of the dispositions of article 4.2 (Voting Rights and Administrative Vote exercise by the Guaranteed Creditors) and article 4.4 (Dividends in favor of Guaranteed Creditors) of the Deed of Pledge and, therefore, after the receipt of a notice from the Agent Bank having as subject the a Event of default (as defined in the Deed of Pledge) is occured (and until the receipt of a notice from the Agent Bank having as subject the end of the Event of default), we will consider the Guaranteed Creditor validly legitimated to (i) exercise the voting rights and the administrative rights related to the quotas of participation given as pledge and e (ii) receive the relative dividends;

3.

we take note that the pledge of the Deed of Pledge will can extent with respect to any increase of the Quota and with respect to the Related Rights (as both defined in the Deed of Pledge) and will remain valid and effective in case of subjective novation or objective novation of the Guaranteed Obligations (as defined in the Deed of Pledge);

4.

we take note that the Agent Bank and the Guaranteed Creditors will not be liable, except in case of fraud or gross negligence, for the damages caused to the Company in case of exercise or missed exercise of the rights, claims or remedies which the Agent Bank and the Guaranteed Creditors are legitimated to use pursuant ti the Deed of Pledge.