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Related Party Transactions

Litigation Funding Agreement

April 9, 2020,

BioCardia, Inc. entered into a Litigation Funding Agreement (the Funding Agreement) with BSLF, L.L.C. (the Funder), an entity owned and controlled by Andrew Blank, Chair of BioCardia's board of directors, for the purpose of funding the Company's currently pending legal proceedings and any and all claims, actions and/or proceedings relating to or arising from the case captioned Boston Scientific Corp., et al., v. BioCardia Inc., Case

No.

3:19

05645

-VC, U.S.D.C., N. D. Cal (the Litigation). BioCardia seeks imposition of constructive trusts both on the patents naming Ms. Sarna as an inventor and the proceeds received from the sale of nVision to Boston Scientific, as well as damages, including unjust enrichment damages measured by the proceeds received from the sale of nVision to Boston Scientific.

Under the terms of the Funding Agreement, the Funder agreed to fund the legal fees and costs incurred by the Company in connection with the Litigation on and after

March 1, 2020

on a non-recourse basis. The Company agreed to repay the Funder from any proceeds arising from the Litigation (the Litigation Proceeds), (i) any taxes paid by or imposed upon Funder (other than taxes imposed upon Funder as a consequence of Funder's income) with respect to the claims, the litigation proceeds or as a consequence of any settlement in connection with the Litigation, if any, plus (ii) an amount, without reduction, set-off or counterclaim, equal to the amount actually paid by the Funder pursuant to the Funding Agreement (the Actual Funding Amount) plus (iii) the greater of:

50%

of the remaining Litigation Proceeds, up to

three

times the Actual Funding Amount; or

30%

of the remaining Litigation Proceeds.

Although the Company is required under the terms of the Funding Agreement to consult with the Funder regarding any settlement in connection with the Litigation and to allow Funder to participate in any real-time settlement negotiations, the Company has the sole and exclusive right to settle on whatever terms it deems acceptable.

The Funding Agreement

may

be terminated by Funder upon

ten

days' written notice to the Company. Funder is obligated to fund only the fees and costs incurred in the Litigation through the end of the month in which the termination notice was served. BioCardia

may

terminate the agreement upon

ten

days' written notice to Funder from and after a failure by Funder to fulfill its obligations under the Funding Agreement if such failure or material breach is continuing at the end of such

ten

-day period. Under the terms of the agreement, the total due from the related party as of

December 31, 2020

is approximately

$618,000.

March 12, 2021,

the Company agreed to settle the Litigation, which is pending final documentation and dismissal. The Company expects the settlement will

not

result in any material benefit or liability to the Company.

OPKO

BioCardia, Inc. and OPKO Health, Inc. (OPKO) previously entered into a consulting agreement dated

August 19, 2016,

between the Company and OPKO (the Consulting Agreement). The chairman and chief executive officer of OPKO is a beneficial owner of more than

of the outstanding shares of the Company's common stock.

Pursuant to the terms of the Consulting Agreement, OPKO was to provide advisory services to the Company in support of strategic transactions, financings and other matters as agreed between the parties from time to time. Also, in

August 2016,

the Company granted OPKO a

ten

-year option to purchase

46,553

shares of common stock, with a

-year vesting period and an exercise price of

$16.20

per share, to OPKO as consideration for consulting services to be provided under the Consulting Agreement. The term of the Consulting Agreement was initially for

four

years and was to have been automatically renewed for successive

one

-year periods.

Effective

August 29, 2019,

the Company and OPKO mutually agreed to terminate the Consulting Agreement without penalty or payment of any kind as the services under the Consulting Agreement were

longer necessary. In connection with the termination of the Consulting Agreement, OPKO's option grant was amended such that it is unaffected by the termination of the Consulting Agreement and will continue to vest and remain outstanding for the remainder of its

ten

-year term unless earlier exercised. As a result of this modification of the option grant, all future unrecognized stock-based compensation expense was remeasured and recognized in

August 2019.

BioCardia recorded

$225,000

expense (of which

$167,000

pertains to the option modification) in share-based compensation expense related to the OPKO stock option in selling, general and administrative expense during the year ended

December 31, 2019.

Convertible Note Financing

July 5, 2019,

BioCardia entered into a note purchase agreement pursuant to which the Company issued on such date

$625,000

in aggregate principal amount of convertible promissory notes to accredited investors, a portion of which were certain of the Company's officers and directors and a principal stockholder (or their respective affiliates). See note

above.