Mimedx Group, Inc. Sample Contracts

Mimedx Group, Inc. – SHAREHOLDER RIGHTS AGREEMENT dated as of November 6, 2018 by and between MIMEDX GROUP, INC. as the Company and ISSUER DIRECT CORPORATION, as Rights Agent (November 7th, 2018)

SHAREHOLDER RIGHTS AGREEMENT, dated as of November 6, 2018, (this “Agreement”), by and between MiMedx Group, Inc., a Florida corporation (the “Company”), and Issuer Direct Corporation, Inc., as rights agent (the “Rights Agent”).

Mimedx Group, Inc. – AMENDED AND RESTATED BYLAWS OF MIMEDX GROUP, INC. (October 4th, 2018)
Mimedx Group, Inc. – July 2, 2018 Charles R. Evans Lead Director (July 11th, 2018)

This letter confirms and sets forth the terms and conditions of the engagement between Alvarez & Marsal North America, LLC (“A&M”) and MiMedx Group, Inc., including the scope of the services to be performed and the basis of compensation for those services. Upon execution of this letter by each of the parties below and receipt of the retainer described below, this letter will constitute an agreement between the Company and A&M (the “Agreement”).

Mimedx Group, Inc. – CHANGE IN CONTROL SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT (June 25th, 2018)

THIS SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT (the “Agreement”) is dated as of April 19, 2018 between MiMedx Group, Inc., a Florida corporation (the “Company”), and EDWARD J. BORKOWSKI (the “Executive”).

Mimedx Group, Inc. – CHANGE IN CONTROL SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT (June 20th, 2018)

THIS SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT (the “Agreement”) is dated as of April 19, 2018 between MiMedx Group, Inc., a Florida corporation (the “Company”), and EDWARD J. BORKOWSKI (the “Executive”).

Mimedx Group, Inc. – EMPLOYEE INVENTIONS AND ASSIGNMENT AGREEMENT (June 12th, 2018)

THIS AGREEMENT is made by and between MiMedx Group, Inc. (the “Company”) and Name (the “Employee”), (together referred to as “Parties,” or individually as “Party”). In consideration of the employment of the Employee and the salary and other remuneration and benefits paid by the Company to the Employee while Employee is employed by the Company, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, and effective as of the date hereof, Employee hereby agrees as follows:

Mimedx Group, Inc. – CONFIDENTIALITY AND NON-SOLICITATION AGREEMENT (June 12th, 2018)

THIS AGREEMENT is made by and between MiMedx Group, Inc., (the “Company”) and ____________ (“Employee”). In consideration of the employment or continued employment of the Employee and the salary and other remuneration and benefits paid by the Company to the Employee while Employee is employed by the Company, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree:

Mimedx Group, Inc. – CHANGE IN CONTROL SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT (June 12th, 2018)

THIS SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT (the “Agreement”) is dated as of _____ between MiMedx Group, Inc., a Florida corporation (the “Company”), and EDWARD J. BORKOWSKI (the “Executive”).

Mimedx Group, Inc. – NON-COMPETITION AGREEMENT (June 12th, 2018)

THIS AGREEMENT is made by and between MiMedx Group, Inc., (the “Company”) and Name (“Employee”). In consideration of the employment or continued employment of the Employee and the salary and other remuneration and benefits paid by the Company to the Employee while Employee is employed by the Company, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree:

Mimedx Group, Inc. – MiMedx Receives NASDAQ Notice of Late Form 10-Q Filing (May 18th, 2018)

Marietta, Georgia, May 18, 2018 -- MiMedx Group, Inc. (NASDAQ: MDXG), a leading developer and marketer of regenerative and therapeutic biologics, today announced that it received written notification, as expected, from the NASDAQ Stock Market that the Company continues to be in noncompliance with the NASDAQ Listing Rules since MiMedx has not yet filed its Form 10-Q for the period ended March 31, 2018. As the Company announced on March 2, 2018, NASDAQ previously notified MiMedx that it was not in compliance with the NASDAQ Listing Rules since the Company had not yet filed its Form 10-K for the year ended December 31, 2017.

Mimedx Group, Inc. – THIRD AMENDMENT (April 3rd, 2018)

THIS THIRD AMENDMENT (this “Amendment”) dated as of March 30, 2018 to the Credit Agreement referenced below is by and among MIMEDX GROUP, INC., a Florida corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”).

Mimedx Group, Inc. – MiMedx Receives Notice of Filing Delinquency from NASDAQ (March 5th, 2018)

This press release includes forward-looking statements that may be identified by words such as "believe," "expect," "may," "plan," "potential," "will," "preliminary," and similar expressions, and are based on management’s current beliefs and expectations. Forward-looking statements are subject to risks and uncertainties, and the Company cautions investors against placing undue reliance on such statements. Actual results may differ from those set forth in the forward-looking statements. For more detailed information on the risks and uncertainties, please review the Risk Factors section of the Company’s most recent annual report or quarterly report filed with the Securities and Exchange Commission. Any forward-looking statements speak only as of the date of this press release and the Company assumes no obligation to update any forward-looking statement.

Mimedx Group, Inc. – SECOND AMENDMENT (October 2nd, 2017)

THIS SECOND AMENDMENT (this “Amendment”) dated as of September 28, 2017 to the Credit Agreement referenced below is by and among MIMEDX GROUP, INC., a Florida corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”).

Mimedx Group, Inc. – MIMEDX ANNOUNCES ITS EXPECTATIONS FOR THIRD QUARTER REVENUE TO EXCEED $80 MILLION AND SURPASS ITS PREVIOUS REVENUE GUIDANCE (September 5th, 2017)

Marietta, Georgia, September 5, 2017, (PR Newswire) -- MiMedx Group, Inc. (NASDAQ: MDXG), the leading biopharmaceutical company developing and marketing regenerative and therapeutic biologics utilizing human placental tissue allografts with patent-protected processes for multiple sectors of healthcare, announced today its expectation for third quarter of 2017 revenue to exceed the $80 million high end of its third quarter revenue guidance range.

Mimedx Group, Inc. – MIMEDX SIGNS DEFINITIVE AGREEMENT TO DIVEST (August 18th, 2017)

Marietta, Georgia, August 18, 2017, (PR Newswire) -- MiMedx Group, Inc. (NASDAQ: MDXG), the leading biopharmaceutical company developing and marketing regenerative and therapeutic biologics utilizing human placental tissue allografts and patent-protected processes for multiple sectors of healthcare, announced today that it has signed a definitive agreement with the former stockholders of Stability Inc. to divest the Company’s subsidiary, Stability Biologics LLC (f/k/a Stability Inc.) back to those stockholders.

Mimedx Group, Inc. – MEMBERSHIP INTEREST PURCHASE AGREEMENT (August 18th, 2017)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (“Agreement”) is entered into as of August 18, 2017 (the “Execution Date”), by and among MiMedx Group, Inc., a Florida corporation (“MiMedx”), Stability Biologics, LLC, a Georgia limited liability company (successor-in-interest to Stability Inc., a Florida corporation) (“Stability LLC”), each person that was a stockholder of Stability Inc., a Florida corporation and a predecessor-in-interest to Stability LLC (“Stability Inc.”), as of January 13, 2016 (the “Stockholders”), and Brian Martin, as stockholder representative (“Stockholder Representative”). Each of such parties is individually referred to herein as a “Party” and collectively as the “Parties.”

Mimedx Group, Inc. – MiMedx Agreement With AvKARE Expires As Planned Following Completion Of Contract Wind-Down (July 5th, 2017)

MARIETTA, Ga., July 5, 2017 /PRNewswire/ -- MiMedx Group, Inc. (NASDAQ: MDXG), the leading biopharmaceutical company developing and marketing regenerative and therapeutic biologics utilizing human placental tissue allografts and patent-protected processes for multiple sectors of healthcare, announced today that the Company's contract with AvKARE has expired as planned effective June 30, 2017. MiMedx and AvKARE began planning the wind-down of the contract in 2015, leading up to the final expiration of the contract on June 30, 2017.

Mimedx Group, Inc. – FIRST AMENDMENT TO LEASE/SERVICE MODIFICATION (March 13th, 2017)

This First Amendment to Lease ("First Amendment") is entered into this 7th day of March 2017 (the "Effective Date"), by and between CPVF II WEST OAK LLC, a Delaware limited liability company ("Landlord") and MIMEDX GROUP, INC., a Florida corporation ("Tenant").

Mimedx Group, Inc. – AMENDMENT TO THE BYLAWS OF MIMEDX GROUP, INC. (December 19th, 2016)
Mimedx Group, Inc. – 2016 EQUITY AND CASH INCENTIVE PLAN Restricted Stock Agreement (August 2nd, 2016)

THIS RESTRICTED STOCK AGREEMENT (this "Agreement") dated as of the _____ day of                 , 201___, between MiMedx Group, Inc. (the "Company") and _________________ (the "Participant"), is made pursuant and subject to the provisions of the Company's 2016 Equity and Cash Incentive Plan (the "Plan"), a copy of which is attached hereto. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

Mimedx Group, Inc. – MIMEDX GROUP, INC. 2016 EQUITY AND CASH INCENTIVE PLAN Nonqualified Stock Option Agreement (August 2nd, 2016)

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) dated as of the ____ day of __________, 201_, between MiMedx Group, Inc. (the “Company”), and ____________________ (the “Participant”), is made pursuant and subject to the provisions of the Company’s 2016 Equity and Cash Incentive Plan (the “Plan”), a copy of which is attached hereto. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

Mimedx Group, Inc. – MIMEDX GROUP, INC. 2016 EQUITY AND CASH INCENTIVE PLAN Incentive Stock Option Agreement (August 2nd, 2016)

THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) dated as of the ____ day of __________, 201_, between MiMedx Group, Inc. (the “Company”), and ____________________ (the “Participant”), is made pursuant and subject to the provisions of the Company’s 2016 Equity and Cash Incentive Plan (the “Plan”), a copy of which is attached hereto. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

Mimedx Group, Inc. – CHANGE IN CONTROL SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT (May 25th, 2016)

THIS SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT (the “Agreement”) is dated as of May 20, 2016 between MiMedx Group, Inc., a Florida corporation (the “Company”), and Alexandra O. Haden (the “Executive”).

Mimedx Group, Inc. – FOURTH AMENDMENT TO PRODUCT DISTRIBUTION AGREEMENT (May 10th, 2016)

This Fourth Amendment to Product Distribution Agreement (“Fourth Amendment”) amends that certain Product Distribution Agreement that was effective April 19, 2012, and amended March 25, 2013, July 15, 2013 and on or about April 16, 2015 (the “Distribution Agreement”) between MiMedx Group, Inc. (the “Company”) and AvKARE, Inc. (“AvKARE”). This Fourth Amendment is effective as of January 1, 2016 (the “Effective Date”) and terminates on June 30, 2017 with such period referred to herein as the “Revised Term”.

Mimedx Group, Inc. – UNAUDITED PRO FORMA FINANCIAL INFORMATION (March 31st, 2016)

On January 13, 2016, MiMedx Group, Inc. (the "Company" or "MiMedx") completed the acquisition of Stability Inc., d/b/a Stability Biologics ("Stability"), a provider of human tissue products to surgeons, facilities, and distributors serving the surgical, spine, and orthopedic sectors of the healthcare industry. The acquisition of Stability was effected by the merger of Stability Inc. into a newly created wholly owned subsidiary of the Company. The new subsidiary was the surviving company in the merger and was subsequently renamed Stability Biologics, LLC. The Company paid $10 million at the closing, comprised of 60% cash and 40% in shares of common stock of MiMedx Group, Inc., plus assumed debt. The Company will also pay future contingent consideration through a two-year earn out arrangement based on the 2016 and 2017 performance of Stability's business. The earn out will also be paid in the form of 60% cash and 40% in shares of stock of MiMedx Group, Inc. The contingent consider

Mimedx Group, Inc. – REPORT OF INDEPENDENT AUDITOR (March 31st, 2016)

We have audited the accompanying financial statements of Stability Inc. which comprise the balance sheets as of December 31, 2015 and 2014, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes to the financial statements.

Mimedx Group, Inc. – MiMedx Signs Definitive Agreement to Acquire Stability Biologics (January 13th, 2016)

Marietta, Georgia, January 10, 2016, (PR Newswire) -- MiMedx Group, Inc. (NASDAQ: MDXG), the leading regenerative medicine company utilizing human amniotic tissue and patent-protected processes to develop and market advanced products and therapies for the Wound Care, Surgical, Orthopedic, Spine, Sports Medicine, Ophthalmic, and Dental sectors of healthcare, announced today that it has signed a definitive agreement to acquire Stability Inc., d/b/a Stability Biologics, a provider of human tissue products to surgeons, facilities and distributors serving the surgical, spine and orthopedics sectors of the healthcare industry. The Company also announced today its revised outlook for 2016, which includes the expected impact of the acquisition on forecasted 2016 results.

Mimedx Group, Inc. – FIRST AMENDMENT (January 13th, 2016)

THIS FIRST AMENDMENT (this “Amendment”) dated as of January 10, 2016 to the Credit Agreement referenced below is by and among MIMEDX GROUP, INC., a Florida corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”).

Mimedx Group, Inc. – AGREEMENT AND PLAN OF MERGER by and among MIMEDX GROUP, INC., TITAN ACQUISITION SUB I, INC., TITAN ACQUISITION SUB II, LLC, STABILITY INC., CERTAIN STOCKHOLDERS OF STABILITY INC. and (January 13th, 2016)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of January 10, 2016, by and among MiMedx Group, Inc., a Florida corporation (“Parent”), Titan Acquisition Sub I, Inc., a Florida corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Titan Acquisition Sub II, LLC, a Georgia limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub, “Merger Subs”), Stability Inc., a Florida corporation (the “Company”), certain of the stockholders of the Company as set forth on the signature pages hereto, and Brian Martin, as stockholder representative (in such capacity, the “Stockholder Representative”).

Mimedx Group, Inc. – CREDIT AGREEMENT Dated as of October 12, 2015 among MIMEDX GROUP, INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, THE OTHER LENDERS PARTY HERETO, (October 13th, 2015)

This CREDIT AGREEMENT is entered into as of October 12, 2015 among MIMEDX GROUP, INC., a Florida corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

Mimedx Group, Inc. – SECURITY AND PLEDGE AGREEMENT (October 13th, 2015)

THIS SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of October 12, 2015 among the parties identified as “Obligors” on the signature pages hereto and such other parties that may become Obligors hereunder after the date hereof (each individually an “Obligor” and collectively the “Obligors”), and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the holders of the Obligations (defined below).

Mimedx Group, Inc. – CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENEDED. THIRD AMENDMENT TO PRODUCT DISTRIBUTION AGREEMENT (August 7th, 2015)

This Third Amendment to Product Distribution Agreement (“Third Amendment”) amends that certain Product Distribution Agreement that was effective April 19, 2012, and amended March 25, 2013 and July 15, 2013 (the “Distribution Agreement”) between MiMedx Group, Inc. (the “Company”) and AvKARE, Inc. (“AvKARE”).

Mimedx Group, Inc. – MIMEDX GROUP, INC. 2015 MANAGEMENT INCENTIVE PLAN (MIP) (May 1st, 2015)

The 2015 MIP is designed to provide an incentive for key members of the MiMedx Group, Inc. (“MiMedx” or “Company”) management team to exceed the 2015 Business Plan and reward those management team members with deserving performance. The MiMedx Board of Directors (the “Board of Directors”) has complete authority to interpret the 2015 MIP, to prescribe, amend and rescind rules and regulations relating to it, and to make all other determinations necessary or advisable for the administration of the 2015 MIP (to the extent not inconsistent with Section 162(m) of the Code for payments to Covered Employees).

Mimedx Group, Inc. – 2015 Management Incentive Plan (MIP) (February 26th, 2015)

The 2015 MIP is designed to provide an incentive for key members of the MiMedx Group, Inc. (“MiMedx” or “Company”) management team to exceed the 2015 Business Plan and reward those management team members with deserving performance.

Mimedx Group, Inc. – MIMEDX GROUP, INC. ASSUMED 2006 STOCK INCENTIVE PLAN Nonqualified Stock Option Agreement (Non-employee Directors and Independent Contractors) (March 4th, 2014)