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”).
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:
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,
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”).
STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE — NETLease • December 11th, 2018 • Organogenesis Holdings Inc. • Pharmaceutical preparations • California
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
EMPLOYEE AGREEMENTEmployee Agreement • December 11th, 2018 • Organogenesis Holdings Inc. • Pharmaceutical preparations • Massachusetts
This Employee Agreement (this “Agreement”) by and between you and Organogenesis Inc. (the “Company”) is dated as of the date first written above. This Agreement is being entered into in connection with the Company’s acquisition of Nutech Medical, Inc. (“Nutech”) pursuant to an Agreement and Plan of Merger dated as of March 18, 2017 by and among the Company, Nutech, you and certain other parties thereto (the “Merger Agreement”). Capitalized terms used but not defined herein shall be given the meanings assigned to them in the Merger Agreement.
KEY EMPLOYEE AGREEMENTKey Employee Agreement • December 11th, 2018 • Organogenesis Holdings Inc. • Pharmaceutical preparations • Massachusetts
This Amended and Restated Key Employee Agreement (this “Agreement”) by and between you and Organogenesis Inc. (the “Company”) amends and restates the Key Employee Agreement dated as of September 18, 2003 by and between you and the Company (the “Original Agreement”). This Agreement will become effective on the date first written above. The Company and you agree that:
March 4, 2015 Mr. Geoff MacKay Dear Geoff:Organogenesis Holdings Inc. • December 11th, 2018 • Pharmaceutical preparations • Massachusetts
AGREEMENT AND PLAN OF MERGER BY AND AMONG ORGANOGENESIS INC. PRIME MERGER SUB, LLC, NUTECH MEDICAL, INC., HOWARD P. WALTHALL, JR., GREGORY J. YAGER, KENNETH L. HORTON AND KENNETH L. HORTON, AS REPRESENTATIVE MARCH 18, 2017Agreement and Plan of Merger • December 11th, 2018 • Organogenesis Holdings Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of March 18, 2017, by and among Organogenesis Inc., a Delaware corporation (“Buyer”), Prime Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Buyer (“Merger Sub”), Nutech Medical, Inc., an Alabama corporation (the “Company”), Howard P. Walthall, Jr., Gregory J. Yager, Kenneth L. Horton, the sole shareholder of the Company (the “Shareholder”), and Kenneth L. Horton, as the Representative. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Section 14.1 of this Agreement. Buyer, Merger Sub, the Company, the Shareholder, the Company Payees (as defined below) and the Representative are referred to herein collectively as the “Parties” and, individually, as a “Party.”
CONSENT REGARDING SUBORDINATION AGREEMENTConsent Regarding Subordination Agreement • December 11th, 2018 • Organogenesis Holdings Inc. • Pharmaceutical preparations
This Consent Regarding Subordination Agreement (this “Consent”), dated as of December 15, 2017 is entered into by (i) SILICON VALLEY BANK, a California corporation with its principal place of business located at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street Suite 2-200, Newton, Massachusetts 02466 (“Bank”), (ii) EASTWARD FUND MANAGEMENT, LLC (“Creditor”), and (iii) ORGANOGENESIS, INC., a Delaware corporation and PRIME MERGER SUB, LLC, a Delaware limited liability company (individually and collectively, jointly and severally, the “Borrower”).
SUBLEASE AGREEMENTSublease Agreement • December 11th, 2018 • Organogenesis Holdings Inc. • Pharmaceutical preparations
This Sublease Agreement (“Sublease”) is dated for reference purposes only as of March 18, 2014, by and between SHIRE HOLDINGS US AG, a Delaware corporation (as assignee of Shire Regenerative Medicine, Inc., formerly known as Advanced BioHealing, Inc.) (“Sublandlord”), having an address of c/o Shire US Holdings, Inc., 300 Shire Way, Lexington, MA 02421, Attention: Christine Kaufmann, and ORGANOGENESIS INC., a Delaware corporation (“Subtenant”), having an address of 85 Dan Road, Canton, MA 02021, Attention: Gary Gillheeney.
CONTROLLING STOCKHOLDERS’ AGREEMENTControlling Stockholders’ Agreement • December 11th, 2018 • Organogenesis Holdings Inc. • Pharmaceutical preparations • Delaware
THIS CONTROLLING STOCKHOLDERS’ AGREEMENT (the “Agreement”), dated as of December 10, 2018, by and among Organogenesis Holdings Inc., a Delaware corporation (the “Company”), and the holders of common stock, par value $0.001 per share (“Common Stock”), of the Company listed on the signature page hereof and on Schedule A, annexed hereto (each a “Stockholder” and, collectively, the “Stockholders”).
LEASE AGREEMENTLease Agreement • December 11th, 2018 • Organogenesis Holdings Inc. • Pharmaceutical preparations • Alabama
THIS LEASE AGREEMENT (this “Agreement”) is made effective the day of January, 2014, by and between OXMOOR HOLDINGS, LLC, an Alabama limited liability company (“Landlord”), and NUTECH MEDICAL, INC., an Alabama corporation (“Tenant”) and NUTECH SPINE, an Alabama LLC (“Tenant”).
