REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 14th, 2016 • Avista Healthcare Public Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 10, 2016, is made and entered into by and among Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Avista Acquisition Corp., a Cayman Islands exempted company (the “Sponsor”, together with the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
30,000,000 Units Avista Healthcare Public Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2016 • Avista Healthcare Public Acquisition Corp. • Blank checks • New York
Avista Healthcare Public Acquisition Corp. c/o Avista Capital Holdings, LP 65 East 55th Street 18th Floor New York, NY 10022Avista Healthcare Public Acquisition Corp. • September 2nd, 2016 • Blank checks • New York
Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Avista Acquisition Corp., a Cayman Islands exempted company, (the “Subscriber” or “you”) has made to purchase 8,625,000 of the Company’s Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Shares”), up to 1,125,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the Class A Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), Class B Shares will convert into Class A shares on a one-for-one basis, subject t
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 11th, 2018 • Organogenesis Holdings Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [·], 2018 between Organogenesis Holdings Inc., a Delaware corporation (the “Company”), and [·] (“Indemnitee”).
WARRANT AGREEMENT AVISTA HEALTHCARE PUBLIC ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of October 10, 2016Warrant Agreement • October 14th, 2016 • Avista Healthcare Public Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 10, 2016, is by and between Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • September 2nd, 2016 • Avista Healthcare Public Acquisition Corp. • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [•], 2016 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
FORM OF SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • February 5th, 2016 • Avista Healthcare Public Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [•], 2016 (as it may from time to time be amended, this “Agreement”), is entered into by and between Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Avista Acquisition Corp., a Cayman Islands exempted company (the “Purchaser”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • September 30th, 2016 • Avista Healthcare Public Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [·], 2016, is made and entered into by and among Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Avista Acquisition Corp., a Cayman Islands exempted company (the “Sponsor”, together with the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
100,000,000.00 SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENT dated as of March 14, 2019, among ORGANOGENESIS HOLDINGS INC., ORGANOGENESIS INC., and PRIME MERGER SUB, LLC, as the Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, and...Guarantee and Collateral Agreement • March 14th, 2019 • Organogenesis Holdings Inc. • Pharmaceutical preparations • New York
THIS CREDIT AGREEMENT (this “Agreement”), dated as of March 14, 2019, is entered into by and among ORGANOGENESIS HOLDINGS INC., a Delaware corporation (“Holdings”), ORGANOGENESIS INC., a Delaware corporation (“Organogenesis”) and PRIME MERGER SUB, LLC, a Delaware limited liability company (“Prime”, and together with Holdings and Organogenesis, individually and collectively, the “Borrower”), the several banks and other financial institutions from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacity, the “Administrative Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 14th, 2016 • Avista Healthcare Public Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Avista Healthcare Public Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2016 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENT dated as of August 6, 2021, among ORGANOGENESIS HOLDINGS INC., as the Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, SILICON VALLEY BANK, as Administrative Agent, Joint Lead Arranger,...Credit Agreement • August 9th, 2021 • Organogenesis Holdings Inc. • Pharmaceutical preparations • New York
THIS CREDIT AGREEMENT (this “Agreement”), dated as of August 6, 2021, is entered into by and among ORGANOGENESIS HOLDINGS INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacity, the “Administrative Agent”).
MASTER LEASE AGREEMENT (the “Master Lease”)Master Lease Agreement • December 11th, 2018 • Organogenesis Holdings Inc. • Pharmaceutical preparations
NOW, THEREFORE, in consideration of the mutual covenants hereinafter expressed and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
FORM OF WARRANT AGREEMENT AVISTA HEALTHCARE PUBLIC ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of , 2018Warrant Agreement • August 29th, 2018 • Avista Healthcare Public Acquisition Corp. • Services-commercial physical & biological research • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [·], 2018, is by and between Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
LEASELease • December 11th, 2018 • Organogenesis Holdings Inc. • Pharmaceutical preparations
THIS LEASE, dated as of January 1, 2013 between 65 Dan Road SPE, LLC, a Delaware limited liability company having an address at 1000 Huyler Street, Teterboro, NJ 07608, hereinafter referred to as the Landlord, and Organogenesis, Inc., a Delaware corporation having an address at 150 Dan Road, Canton, MA 02021, hereinafter referred to as the Tenant,
Avista Healthcare Public Acquisition Corp. 18th Floor New York, NY 10022Letter Agreement • October 14th, 2016 • Avista Healthcare Public Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC, as the representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one-half of one Ordinary Share at a price of $5.75 (or $11.50 per whole share), subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration st
9,000,000 Shares Organogenesis Holdings Inc. Class A Common Stock, $0.0001 par value UNDERWRITING AGREEMENTUnderwriting Agreement • November 22nd, 2019 • Organogenesis Holdings Inc. • Pharmaceutical preparations • New York
25,000,000 SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENT dated as of March 21, 2017, amongCredit Agreement • December 11th, 2018 • Organogenesis Holdings Inc. • Pharmaceutical preparations • New York
THIS CREDIT AGREEMENT (this “Agreement”), dated as of March 21, 2017, is entered into by and among ORGANOGENESIS INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”).
LEASE between BOBSON NORWOOD COMMERCIAL, LLC, as Landlord and ORGANOGENESIS INC., as Tenant Norwood, Massachusetts March 13, 2019And Attornment Agreement • March 19th, 2019 • Organogenesis Holdings Inc. • Pharmaceutical preparations • Massachusetts
This Lease is effective as of March 13, 2019 (the “Effective Date”) by and between BOBSON NORWOOD COMMERCIAL, LLC, a Massachusetts limited liability company, with its principal place of business at c/o The Davis Companies, 125 High Street, 21st Floor, Boston, Massachusetts 02110 (“Landlord”), and ORGANOGENESIS INC., a Delaware corporation, with its principal place of business at 85 Dan Road, Canton, Massachusetts 02021 (“Tenant”).
Avista Healthcare Public Acquisition Corp. 65 East 55th Street 18th Floor New York, NY 10022Avista Healthcare Public Acquisition Corp. • October 14th, 2016 • Blank checks • New York
This letter agreement by and between Avista Healthcare Public Acquisition Corp. (the “Company”) and Avista Capital Holdings, L.P. (“Avista”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Avista, an affiliate of our sponsor, Avista Acquisition Corp., shall make available to the Company, at 65 East 55th Street, 18th Floor, New York, NY 10022 (or any successor location of Avista), certain administrative and support services as may be reasonably required b
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 1st, 2023 • Organogenesis Holdings Inc. • Pharmaceutical preparations • New York
THIS CREDIT AGREEMENT (this “Agreement”), dated as of August 6, 2021, is entered into by and among ORGANOGENESIS HOLDINGS INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacity, the “Administrative Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 14th, 2016 • Avista Healthcare Public Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 10, 2016 (as it may from time to time be amended, this “Agreement”), is entered into by and between Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (the “Company”), Avista Acquisition Corp., a Cayman Islands exempted company (the “Sponsor”) and the other parties listed on the signature pages hereto (collectively with the Sponsor, the “Purchasers” and each, a “Purchaser”).
CHANGE IN CONTROL RETENTION AGREEMENTChange in Control Retention Agreement • May 11th, 2021 • Organogenesis Holdings Inc. • Pharmaceutical preparations • Massachusetts
This Change in Control Retention Agreement (this “Agreement”) is entered into as of May 10, 2021, by and between Organogenesis Holdings Inc., a Delaware corporation with its principal offices located at 85 Dan Road, Canton, Massachusetts 02021 (together with its successors and assigns, the “Company”), and Gary S. Gillheeney, Sr. (the “Executive”).
AMENDED AND RESTATED SUBORDINATION AGREEMENTSubordination Agreement • August 8th, 2019 • Organogenesis Holdings Inc. • Pharmaceutical preparations • New York
This Amended and Restated Subordination Agreement (the “Agreement”) is made as of August 6, 2019, by and between each of the creditors listed on and who or which have executed the signature pages hereto as “Creditors” (each, a “Creditor” and collectively, the “Creditors”), and SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (“SVB”), for itself as administrative Agent (the “Administrative Agent”) and on behalf of the Lenders, as such term is defined in the Credit Agreement, defined below. This Agreement amends and restates in its entirety that certain Subordination Agreement, dated as of March 14, 2019, by and between the Creditors and the Administrative Agent.
July 12, 2019 Organogenesis Holdings Inc. Canton, Massachusetts 02021 Attn: Gary S. Gillheeney, Sr., President and Chief Executive Officer Re: Warrant Exchange Agreement Ladies and Gentlemen:Letter Agreement • July 16th, 2019 • Organogenesis Holdings Inc. • Pharmaceutical preparations • New York
This letter agreement (the “Agreement”) confirms the agreement of Organogenesis Holdings Inc., a Delaware corporation (the “Company”), and the holders of an aggregate of 4,100,000 warrants (the “Warrants”) to purchase shares of the Company’s Class A common stock, par value $0.0001 per share (the “Shares”), at an exercise price of $5.75 per half Share and as listed on Schedule I attached hereto (the “Warrantholders”), pursuant to which each Warrantholder has agreed to exchange each Warrant owned by such Warrantholder at an exchange ratio (the “Exchange Ratio”) equal to the exchange ratio of the Company’s planned exchange offer (the “Exchange Offer”) to all holders of the Company’s issued and outstanding warrants that were issued in connection with the Company’s initial public offering pursuant to a prospectus dated October 10, 2016, exercisable for Shares at an exercise price of $5.75 per half Share (the “Public Warrants”) in effect at the expiration of such Exchange Offer, on the terms
STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE — NETLease • December 11th, 2018 • Organogenesis Holdings Inc. • Pharmaceutical preparations • California
November 12, 2020 Organogenesis Holdings Inc.Fee Letter Agreement • November 18th, 2020 • Organogenesis Holdings Inc. • Pharmaceutical preparations • Delaware
Avista Healthcare Public Acquisition Corp. 18th Floor New York, NY 10022Letter Agreement • September 2nd, 2016 • Avista Healthcare Public Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC, as the representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one-half of one Ordinary Share at a price of $5.75 (or $11.50 per whole share), subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration st
Avista Healthcare Public Acquisition Corp. has requested that portions of this document be accorded confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. SETTLEMENT AND LICENSE AGREEMENT Confidential materials omitted...Settlement and License Agreement • October 9th, 2018 • Avista Healthcare Public Acquisition Corp. • Pharmaceutical preparations • Delaware
This Settlement and License Agreement (“Agreement”) is effective as of the date it is last signed (“Effective Date”), including the releases attached to it as Exhibit B and Exhibit C, by each of the following (each a “Party” and collectively, the “Parties”):
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • August 19th, 2019 • Organogenesis Holdings Inc. • Pharmaceutical preparations • New York
This Amendment (this “Amendment”) is made as of August 19, 2019 by and between Organogenesis Holdings Inc., a Delaware corporation f/k/a Avista Healthcare Public Acquisition Corp. (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated as of October 10, 2016 (the “Existing Warrant Agreement”), between the Company and the Warrant Agent. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.
STOCKHOLDERS’ AGREEMENT AMONG ORGANOGENESIS HOLDINGS INC., CERTAIN ORGANOGENESIS EXISTING STOCKHOLDERS, AND AVISTA CAPITAL PARTNERS IV, L.P. December 10, 2018Stockholders’ Agreement • December 11th, 2018 • Organogenesis Holdings Inc. • Pharmaceutical preparations • Delaware
This Stockholders’ Agreement (this “Agreement”) is entered into as of December 10, 2018, by and among Organogenesis Holdings Inc., a Delaware corporation (the “Company”), the Organogenesis Existing Stockholders listed on Schedule I (the “Organogenesis Existing Stockholders”), and Avista Capital Partners IV, L.P. (“Avista” and, together with the Organogenesis Existing Stockholders and any other stockholders of the Company who become party to this Agreement from time to time pursuant to the terms hereof, the “Stockholders”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 11th, 2018 • Organogenesis Holdings Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 10, 2018 is made and entered into by and among Organogenesis Holdings Inc., a Delaware corporation, formerly known as Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (“AHPAC”), Avista Acquisition Corp., a Cayman Islands exempted company (the “Sponsor”), the undersigned parties listed under Existing Holders on the signature page hereto (each such party, together with the Sponsor and any person or entity deemed an “Existing Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, an “Existing Holder” and collectively the “Existing Holders”), the undersigned parties listed under New Holders on the signature page hereto (each such party, together with any person or entity deemed an “New Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “New Holder” and collectively, the “Ne
EIGHTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO CONSENT AGREEMENTConsent Agreement • January 7th, 2019 • Organogenesis Holdings Inc. • Pharmaceutical preparations • New York
This Eighth Amendment to Credit Agreement and Amendment to Consent Agreement (this “Amendment”) dated as of December 31, 2018 is entered into by and among ORGANOGENESIS INC., a Delaware corporation (“Organogenesis”), PRIME MERGER SUB, LLC, a Delaware limited liability company (“Prime”, and together with Organogenesis, each individually a “Borrower” and, collectively, the “Borrowers”), the several banks and other financial institutions or entities that are parties hereto as “Lenders” (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”).
August 24, 2020 Timothy M. Cunningham Dear Tim:Letter Agreement • August 24th, 2020 • Organogenesis Holdings Inc. • Pharmaceutical preparations • Massachusetts
The purpose of this letter agreement (the “Agreement”) is to confirm the terms regarding your separation of employment with Organogenesis Holdings Inc. (together with its subsidiaries, the “Company”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 10th, 2023 • Organogenesis Holdings Inc. • Pharmaceutical preparations • New York
This Second Amendment to Credit Agreement (this “Amendment”) dated and effective as of April 17, 2023 (the “Second Amendment Effective Date”) by and among ORGANOGENESIS HOLDINGS INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities party hereto constituting the Required Lenders (as defined in the Credit Agreement referred to below), and SILICON VALLEY BANK, a division of First-Citizens Bank & Trust Company (successor by purchase to the Federal Deposit Insurance Corporation as receiver for Silicon Valley Bridge Bank, N.A. (as successor to Silicon Valley Bank)) (“SVB”), as the Administrative Agent (in such capacity, the “Administrative Agent”).
AMENDMENT NO. 2 TO TRANSACTION AGREEMENTTransaction Agreement • December 26th, 2017 • Avista Healthcare Public Acquisition Corp. • Services-commercial physical & biological research
This AMENDMENT NO. 2 TO TRANSACTION AGREEMENT, dated as of December 22, 2017 (this “Amendment”), is made by and among Envigo International Holdings, Inc., a Delaware corporation (the “Company”), Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (“Parent”), Avista Healthcare Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), Avista Healthcare NewCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (“NewCo”) and Jermyn Street Associates LLC, solely in its capacity as Shareholder Representative (the “Shareholder Representative”). Capitalized terms used herein but not specifically defined herein shall have the meanings ascribed to such terms in the Transaction Agreement (as defined below).
