SeaSpine Holdings Corporation 4,500,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 19th, 2021 • SeaSpine Holdings Corp • Surgical & medical instruments & apparatus • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 31st, 2019 • SeaSpine Holdings Corp • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement (“Agreement”) is made as of [Date] by and between SeaSpine Holdings Corporation, a Delaware corporation (the “Company”), and [Name] (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.
par value $0.01 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • March 1st, 2019 • SeaSpine Holdings Corp • Surgical & medical instruments & apparatus • New York
SeaSpine Holdings Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
AMENDMENT NUMBER FOUR TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVERCredit Agreement • November 3rd, 2022 • SeaSpine Holdings Corp • Surgical & medical instruments & apparatus
THIS AMENDMENT NUMBER FOUR TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER (this “Amendment”), dated as of July 15, 2022, is entered into by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), the financial institutions who are or hereafter become parties to this Agreement as lenders (together with Wells Fargo, collectively the “Lenders”, and each individually, a “Lender”), SEASPINE HOLDINGS CORPORATION, a Delaware corporation (“Parent”), PROJECT MAPLE LEAF HOLDINGS ULC, an unlimited liability company organized under the laws of British Columbia (“Maple Leaf”; together with Parent, individually and collectively “Guarantor”), SEASPINE ORTHOPEDICS CORPORATION, a Delaware corporation (“SeaSpine Orthopedics”), SEASPINE, INC., a Delaware corporation (“SeaSpine Inc.”
SEASPINE HOLDINGS CORPORATION EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • May 11th, 2018 • SeaSpine Holdings Corp • Surgical & medical instruments & apparatus • New York
SeaSpine Holdings Company, a company organized under the laws of the State of Delaware (the “Company”), proposes to issue and sell from time to time through Piper Jaffray & Co. (the “Agent”), as sales agent, the Company’s common stock, par value $0.01 per share (the “Common Stock”, such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 on the number of shares of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.
SeaSpine Holdings Corporation INDENTURE Dated as of ___________, 20___SeaSpine Holdings Corp • August 11th, 2016 • Surgical & medical instruments & apparatus • New York
Indenture dated as of __________, 20__ between SeaSpine Holdings Corporation, a company incorporated under the laws of Delaware (“Company”), and [______] (“Trustee”).
SeaSpine Holdings Corporation 3,250,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 11th, 2018 • SeaSpine Holdings Corp • Surgical & medical instruments & apparatus • New York
SEASPINE HOLDINGS CORPORATION RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 4th, 2020 • SeaSpine Holdings Corp • Surgical & medical instruments & apparatus • Delaware
SeaSpine Holdings Corporation, a Delaware corporation (the “Company”), pursuant to its 2020 Employment Inducement Incentive Award Plan (as may be amended and/or restated from time to time, the “Plan”), hereby grants to the individual listed below (the “Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”) with respect to the number of shares of Common Stock, par value $0.01 per share, of the Company (the “Shares”), set forth below. This Restricted Stock Unit award (the “Award”) is subject to all of the terms and conditions set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Stock Unit Award Grant Notice (this “Grant Notice”) and the Agreement.
AMENDED AND RESTATED LEASELease • June 1st, 2015 • SeaSpine Holdings Corp • Surgical & medical instruments & apparatus
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN INTEGRA LIFESCIENCES HOLDINGS CORPORATION AND SEASPINE HOLDINGS CORPORATION DATED AS OF JUNE 30, 2015Separation and Distribution Agreement • July 1st, 2015 • SeaSpine Holdings Corp • Surgical & medical instruments & apparatus • Delaware
This Separation and Distribution Agreement (this “Agreement”) is dated as of June 30, 2015, by and between Integra LifeSciences Holdings Corporation, a Delaware corporation (“Integra”), and SeaSpine Holdings Corporation, a Delaware corporation and an indirect, wholly owned subsidiary of Integra (“SeaSpine” and, together with Integra, the “Parties”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN INTEGRA LIFESCIENCES HOLDINGS CORPORATION AND SEASPINE HOLDINGS CORPORATION DATED AS OF JULY 1, 2015Employee Matters Agreement • July 1st, 2015 • SeaSpine Holdings Corp • Surgical & medical instruments & apparatus • Delaware
This Employee Matters Agreement (the “Agreement”) is entered into as of July 1, 2015, by and between Integra LifeSciences Holdings Corporation, a Delaware corporation (“Integra”), and SeaSpine Holdings Corporation, a Delaware corporation (“SeaSpine”), each a “Party” and together, the “Parties.”
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS...Supply Agreement • October 10th, 2018 • SeaSpine Holdings Corp • Surgical & medical instruments & apparatus • New Jersey
This Notice references the Agreement executed effective as of , 2013, by and between Integra LifeSciences Corporation (“Integra”) and PcoMed, LLC (“PcoMed”) (“Agreement”). In accordance with Section 12.1 (Notices) and pursuant to Section 4.1 of the Agreement, notice is hereby given that the date of Integra’s acceptance of the First Product Order (as defined in the Agreement and as approved by the applicable Regulatory Authority for sale) is designated as the day of , 20 .
MOZAIK SUPPLY AGREEMENT (Integra as Supplier)Mozaik Supply Agreement • July 1st, 2015 • SeaSpine Holdings Corp • Surgical & medical instruments & apparatus • New Jersey
This Supply Agreement (“Agreement”) sets forth the terms and conditions under which Integra LifeSciences Corporation (“Integra”) contracts with SeaSpine Orthopedics Corporation (“SeaSpine” and together with Integra, the “Parties”) to provide the products set forth on Exhibit A (the “Products”) on a non-exclusive basis at the prices set forth herein.
MICROFIB SUPPLY AGREEMENT (Integra as Supplier)Microfib Supply Agreement • July 1st, 2015 • SeaSpine Holdings Corp • Surgical & medical instruments & apparatus • New Jersey
This Supply Agreement (“Agreement”) sets forth the terms and conditions under which Integra LifeSciences Corporation (“Integra”) contracts with SeaSpine Orthopedics Corporation (“SeaSpine” and together with Integra, the “Parties”) to provide the products set forth on Exhibit A (each individually, a “Microfib Product” and collectively, the “Microfib Products”) on a non- exclusive basis at the prices set forth herein.
DBM AND OS SUPPLY AGREEMENT (SeaSpine as Supplier)DBM and Os Supply Agreement • July 1st, 2015 • SeaSpine Holdings Corp • Surgical & medical instruments & apparatus • New Jersey
This Supply Agreement (“Agreement”) sets forth the terms and conditions under which SeaSpine Orthopedics Corporation (“SeaSpine”) contracts with Integra LifeSciences Corporation (“Integra” and together with SeaSpine, the “Parties”) to provide the products set forth on Exhibit A-1 (each an “OS Product” and collectively, the “OS Products”) and the products set forth on Exhibit A-2 (each a “DBM Product” and collectively, the “DBM Products”) on a non-exclusive basis at the prices set forth herein. Each DBM Product and OS Product is also referred to herein as a “Product” and collectively as the “Products”.
TAX MATTERS AGREEMENTTax Matters Agreement • July 1st, 2015 • SeaSpine Holdings Corp • Surgical & medical instruments & apparatus • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”), is made and entered into as of July 1, 2015, by and between INTEGRA LIFESCIENCES HOLDINGS CORPORATION, a Delaware corporation (“Integra”), and SEASPINE HOLDINGS CORPORATION, a Delaware corporation (“Spinco”). All capitalized terms not otherwise defined shall have the meanings set forth in Article I.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • July 1st, 2015 • SeaSpine Holdings Corp • Surgical & medical instruments & apparatus • Delaware
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of July 1, 2015, by and between Integra LifeSciences Holdings Corporation, a Delaware corporation (“Provider”) and SeaSpine Holdings Corporation, a Delaware corporation (“Recipient”) (Provider and Recipient are referred to individually as a “Party”, and collectively as the “Parties”).
CONSENT AND AGREEMENT UNDER AMENDED AND RESTATED CREDIT AGREEMENTConsent and Agreement Under Amended • August 5th, 2021 • SeaSpine Holdings Corp • Surgical & medical instruments & apparatus
CONSENT AND AGREEMENT UNDER AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made as of May 20, 2021, by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), lenders party thereto (each of such lenders, together with its successors and permitted assigns, collectively, “Lender”), and SEASPINE HOLDINGS CORPORATION, a Delaware corporation (“Parent”), as Parent and as Guarantor, SEASPINE ORTHOPEDICS CORPORATION, a Delaware corporation (“SeaSpine Orthopedics“), SEASPINE, INC., a Delaware corporation (“SeaSpine Inc.”), ISOTIS, INC., a Delaware corporation (“IsoTis Inc.”), SEASPINE SALES LLC, a Delaware limited liability company (“SeaSpine Sales”), THEKEN SPINE, LLC, an Ohio limited liability company (“Theken Spine”), and ISOTIS ORTHOBIOLOGICS, INC., a Washington corporation (“
AMENDMENT NO. 10 TO SUPPLY AGREEMENTSupply Agreement • March 5th, 2021 • SeaSpine Holdings Corp • Surgical & medical instruments & apparatus • California
This Amendment No. 10 to Supply Agreement (this “Amendment”) is entered into effective as of December 1, 2020 (the “Effective Date”) by and between SeaSpine Orthopedics Corporation, a Delaware corporation (“SeaSpine”), and PcoMed, LLC, a Colorado limited liability company (“PcoMed”).
RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENTAnd Restricted Stock Award Agreement • February 28th, 2020 • SeaSpine Holdings Corp • Surgical & medical instruments & apparatus • Delaware
SeaSpine Holdings Corporation, a Delaware corporation (the “Company”), pursuant to its 2015 Incentive Award Plan (as may be amended and/or restated from time to time, the “Plan”), hereby grants to the individual listed below (the “Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”) with respect to the number of shares of Common Stock, par value $0.01 per share, of the Company (the “Shares”), set forth below. This Restricted Stock Unit award (the “Award”) is subject to all of the terms and conditions set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Stock Unit Award Grant Notice (this “Grant Notice”) and the Agreement.
SUPPLY AGREEMENTSupply Agreement • May 3rd, 2021 • SeaSpine Holdings Corp • Surgical & medical instruments & apparatus • California
THIS SUPPLY AGREEMENT (this “Agreement”), effective March 1, 2021 (the “Effective Date”), is by and between SeaSpine Orthopedics Corporation, a Delaware corporation, (“SeaSpine”), and PcoMed, LLC, a Colorado limited liability company (“PcoMed”). SeaSpine and PcoMed may be referred to individually as a “Party” and collectively as the “Parties.”
INDUSTRIAL REAL ESTATE LEASE (Multi-Tenant Facility)Industrial Real Estate Lease • June 1st, 2015 • SeaSpine Holdings Corp • Surgical & medical instruments & apparatus
This Lease amends and restates in its entirety that certain Industrial Real Estate Lease of even date herewith by and between the parties hereto (the “ Original Lease Document”), and this Lease, together with the other documents and instruments referred to herein (other than the Original Lease Document), shall constitute the entire agreement and understanding between the parties hereto with respect to the subject matter hereof (except as may be hereafter amended, as provided below), and the Original Lease Document shall have no further force or effect.
JOINT FILING AGREEMENTJoint Filing Agreement • February 8th, 2017 • SeaSpine Holdings Corp • Surgical & medical instruments & apparatus
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $0.01 per share of SeaSpine Holdings Corporation, and further agree that this Joint Filing Agreement be included as Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this eighth day of February, 2017.
CONSENT UNDER AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 4th, 2020 • SeaSpine Holdings Corp • Surgical & medical instruments & apparatus
THIS CONSENT UNDER AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of April 24, 2020, by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), lenders party thereto (each of such lenders, together with its successors and permitted assigns, collectively, “Lender”), and SEASPINE HOLDINGS CORPORATION, a Delaware corporation (“Parent”), as Parent and as Guarantor, SEASPINE ORTHOPEDICS CORPORATION, a Delaware corporation (“SeaSpine Orthopedics“), SEASPINE, INC., a Delaware corporation (“SeaSpine Inc.”), ISOTIS, INC., a Delaware corporation (“IsoTis Inc.”), SEASPINE SALES LLC, a Delaware limited liability company (“SeaSpine Sales”), THEKEN SPINE, LLC, an Ohio limited liability company (“Theken Spine”), and ISOTIS ORTHOBIOLOGICS, INC., a Washingto
RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENTAnd Restricted Stock Award Agreement • May 30th, 2018 • SeaSpine Holdings Corp • Surgical & medical instruments & apparatus • Delaware
SeaSpine Holdings Corporation, a Delaware corporation (the “Company”), pursuant to its 2015 Incentive Award Plan (as may be amended from time to time, the “Plan”), hereby grants to the individual listed below (the “Participant”), the number of shares of Common Stock, par value $0.01 per share, of the Company (the “Shares”), set forth below. This Restricted Stock award (the “Award”) is subject to all of the terms and conditions set forth herein and in the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Stock Award Grant Notice (this “Grant Notice”) and the Agreement.
April 23, 2020SeaSpine Holdings Corp • April 24th, 2020 • Surgical & medical instruments & apparatus
Reference is made to that certain Employment Agreement, between SeaSpine Holdings Corporation, a Delaware corporation, SeaSpine Orthopedics Corporation, a Delaware corporation, and Keith Valentine (“Executive”) entered into and effective as of April 28, 2015, as amended pursuant to that certain Amendment to Employment Agreement, entered into and effective as of April 30, 2019 (together, the “Agreement”).
RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENTNotice and Restricted Stock Award Agreement • June 7th, 2016 • SeaSpine Holdings Corp • Surgical & medical instruments & apparatus • Delaware
SeaSpine Holdings Corporation, a Delaware corporation (the “Company”), pursuant to its 2015 Incentive Award Plan (as may be amended from time to time, the “Plan”), hereby grants to the individual listed below (the “Participant”), the number of shares of Common Stock, par value $0.01 per share, of the Company (the “Shares”), set forth below. This Restricted Stock award (the “Award”) is subject to all of the terms and conditions set forth herein and in the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Stock Award Grant Notice (this “Grant Notice”) and the Agreement.
FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVERCredit Agreement and Waiver • March 3rd, 2017 • SeaSpine Holdings Corp • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this “Amendment”) is made as of October 14, 2016 and effective as of August 17, 2016 by and among SEASPINE HOLDINGS CORPORATION, a Delaware corporation (“Parent”), SEASPINE ORTHOPEDICS CORPORATION, a Delaware corporation (“SeaSpine Orthopedics”), SEASPINE, INC., a Delaware corporation (“SeaSpine Inc.”), ISOTIS, INC., a Delaware corporation (“IsoTis Inc.”), SEASPINE SALES LLC, a Delaware limited liability company (“SeaSpine Sales”), THEKEN SPINE, LLC, an Ohio limited liability company (“Theken Spine”), and ISOTIS ORTHOBIOLOGICS, INC., a Washington corporation (“IsoTis OrthoBiologics”; together with SeaSpine Orthopedics, SeaSpine Inc., IsoTis Inc., Theken Spine, and SeaSpine Sales are referred to hereinafter each individually and collectively as a “Borrower”), each financial institution that from time to time is a “Lender” under the Credit Agreement (as defined below) party thereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national
EMPLOYMENT AGREEMENTEmployment Agreement • June 1st, 2015 • SeaSpine Holdings Corp • Surgical & medical instruments & apparatus • California
This Employment Agreement (this “Agreement”), by and between SeaSpine Holdings Corporation a Delaware corporation (“Holdings”), SeaSpine Orthopedics Corporation, a Delaware corporation (“SeaSpine” and, together with Holdings, the “Company”) and Keith Valentine (“Executive”), is entered into and shall be effective as of April 28, 2015 (the “Execution Date”).
AGREEMENT AND PLAN OF MERGER by and among ORTHOFIX MEDICAL INC., ORCA MERGER SUB INC., and SEASPINE HOLDINGS CORPORATION Dated October 10, 2022Agreement and Plan of Merger • October 11th, 2022 • SeaSpine Holdings Corp • Surgical & medical instruments & apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated October 10, 2022, by and among Orthofix Medical Inc., a Delaware corporation (“Orthofix”), Orca Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Orthofix (“Merger Sub”), and SeaSpine Holdings Corporation, a Delaware corporation (“SeaSpine”). Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE 1 below.
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 3rd, 2017 • SeaSpine Holdings Corp • Surgical & medical instruments & apparatus • New York
This AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (this “Amendment”) is dated as of January 31, 2017 and is by and among SeaSpine Holdings Corporation, a Delaware corporation (“Buyer”), N.L.T Spine Ltd., a company organized under the laws of the State of Israel (“Seller Parent”) and NLT Spine, Inc., a Delaware corporation (“Seller Subsidiary”; Seller Parent and Seller Subsidiary are collectively referred to herein as “Seller” and a reference to “Seller” herein shall include within it a reference to each of Seller Parent and Seller Subsidiary).
AMENDMENT NO. 1 TO LEASELease • June 1st, 2015 • SeaSpine Holdings Corp • Surgical & medical instruments & apparatus
This Amendment No. 1 to Lease (the “Amendment”) is dated for reference purposes as May 26, 2011, and is made between New Goodyear Ltd., a California limited partnership (hereinafter referred to as “Landlord”) and IsoTis OrthoBiologics, Inc., a Washington corporation (hereinafter referred to as “Tenant”) (collectively, the “Parties”).
SeaSpine Holdings Corporation 6,800,000 Shares of Common Stock UNDERWRITING AGREEMENTSeaSpine Holdings Corp • January 8th, 2020 • Surgical & medical instruments & apparatus • New York
JOINT FILING AGREEMENTJoint Filing Agreement • February 2nd, 2016 • SeaSpine Holdings Corp • Surgical & medical instruments & apparatus
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $0.01 per share of SeaSpine Holdings Corporation, and further agree that this Joint Filing Agreement be included as Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 2nd day of February, 2016.
RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENTNotice and Restricted Stock Unit Award Agreement • March 3rd, 2017 • SeaSpine Holdings Corp • Surgical & medical instruments & apparatus • Delaware
SeaSpine Holdings Corporation, a Delaware corporation (the “Company”), pursuant to its 2015 Incentive Award Plan (as may be amended from time to time, the “Plan”), hereby grants to the individual listed below (the “Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”) with respect to the number of shares of Common Stock, par value $0.01 per share, of the Company (the “Shares”), set forth below. This Restricted Stock Unit award (the “Award”) is subject to all of the terms and conditions set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Stock Unit Award Grant Notice (this “Grant Notice”) and the Agreement.
