AVADIM HEALTH, INC. INDEMNITY AGREEMENTIndemnity Agreement • January 17th, 2020 • Avadim Health, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of , between Avadim Health, Inc. a Delaware corporation (the “Company”), and (“Indemnitee”).
Shares* AVADIM HEALTH, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 17th, 2020 • Avadim Health, Inc. • Perfumes, cosmetics & other toilet preparations • New York
Avadim Health, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of shares of its Common Stock, par value $0.001 per share (the “Common Stock”). The aggregate of shares to be purchased from the Company are called the “Firm Shares.” In addition, the Company has agreed to sell to the Underwriters, upon the terms and conditions stated herein, up to an additional shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are collectively referred to in this Agreement as the “Shares.” Raymond James & Associates, Inc. and SunTrust Robinson Humphrey, Inc. are acting as the representatives of the several Underwriters and in such capacity are referred to in this agreement (the “Agreement”) as the “Representatives.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 2nd, 2020 • Avadim Health, Inc. • Perfumes, cosmetics & other toilet preparations • North Carolina
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) between Avadim Technologies Inc. (the “Company”), and Steve Woody (the “Executive”) is effective as of July 1, 2015 (the “Effective Date”).
AMENDMENT NO. 3 TO CREDIT AGREEMENT*Credit Agreement • January 17th, 2020 • Avadim Health, Inc. • Perfumes, cosmetics & other toilet preparations
THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”), is made and entered into as of December 31, 2019, by and among AVADIM HEALTH, INC., a Delaware corporation (the “Borrower”), the Guarantors (capitalized terms used, but not defined in this preamble and the recitals below have the meanings given to them in Section 1 below), the Lenders party hereto and HAYFIN SERVICES LLP (in its individual capacity, “HFS”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders.
CREDIT AGREEMENT* dated as of October 5, 2018, Among AVADIM HEALTH, INC., as Borrower, THE LENDERS PARTY HERETO And HAYFIN SERVICES LLP, as Administrative Agent and Collateral AgentCredit Agreement • November 25th, 2019 • Avadim Health, Inc. • Perfumes, cosmetics & other toilet preparations • New York
CREDIT AGREEMENT (this “Agreement”) dated as of October 5, 2018, among AVADIM HEALTH, INC., a Delaware corporation (the “Borrower”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meanings given them in Article I) and HAYFIN SERVICES LLP (in its individual capacity, “HFS” ), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders.
NEITHER THIS WARRANT NOR THE WARRANT SHARES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Avadim Health, Inc. • January 2nd, 2020 • Perfumes, cosmetics & other toilet preparations • New York
THIS WARRANT AND THE WARRANT SHARES INTO WHICH THIS WARRANT IS EXERCISABLE ARE SUBJECT TO ANY STOCKHOLDERS AGREEMENT THAT MAY BE ENTERED INTO AMONG THE COMPANY, THE HOLDER AND CERTAIN OF ITS OTHER STOCKHOLDERS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE WARRANT SHARES MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF ANY SUCH STOCKHOLDERS AGREEMENT. A COPY OF ANY SUCH STOCKHOLDERS AGREEMENT SHALL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON REQUEST.
Warrant Certificate No. ____________ Original Issue Date: ____________Avadim Health, Inc. • November 25th, 2019 • Perfumes, cosmetics & other toilet preparations • New York
This Warrant has been issued pursuant to the terms of the Credit Agreement, dated as of October 5, 2018 (the “Credit Agreement”), among the Company, the lenders from time to time party thereto and Hayfin Services LLP, as administrative agent and collateral agent.
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Avadim Health, Inc. • January 17th, 2020 • Perfumes, cosmetics & other toilet preparations • New York
THIS 6.0% SUBORDINATED CONVERTIBLE NOTE is issued by Avadim Health, Inc., a Delaware corporation with its headquarters located at 81 Thompson Street, Asheville, NC 28803 (the “Company”) (this note, the “Note” and, collectively with any replacement, exchange or other notes issued under the Purchase Agreement from time to time, the “Notes”).
CONSULTING AGREEMENTConsulting Agreement • January 2nd, 2020 • Avadim Health, Inc. • Perfumes, cosmetics & other toilet preparations • North Carolina
This CONSULTING AGREEMENT (the “Agreement”) between Avadim Technologies Inc. (the “Company”), Pilotage Capital Corp. (the “Consultant”) and Paul Cox (the “Executive”) is effective as of July 1, 2015 (the “Effective Date”).
ContractAvadim Health, Inc. • January 2nd, 2020 • Perfumes, cosmetics & other toilet preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT.), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
LEASELease • January 2nd, 2020 • Avadim Health, Inc. • Perfumes, cosmetics & other toilet preparations • North Carolina
THIS LEASE is made and entered into as of this 19th day of April , 2016 by and between the North Carolina Department of Transportation (the “Department”), an agency of the State of North Carolina, by and for itself and as agent of the City of Asheville, a North Carolina municipal corporation (the “Municipality”). The Department in both capacities mentioned above is hereinafter called to as “Lessor”, and Avadim Technologies, Inc. is hereinafter called “Lessee”.
