AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (REVOLVING LOAN) dated as of July 15, 2019 by and amongCredit and Security Agreement • September 14th, 2020 • Aziyo Biologics, Inc. • Biological products, (no disgnostic substances) • New York
This AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (REVOLVING LOAN) (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of July 15, 2019 by and among AZIYO BIOLOGICS, INC., a Delaware corporation (“Aziyo”), AZIYO MED, LLC, a Delaware limited liability company (“Aziyo Med”) and any additional borrower that may hereafter be added to this Agreement (individually as a “Borrower”, and collectively with any entities that become party hereto as Borrower and each of their successors and permitted assigns, the “Borrowers”), MIDCAP FUNDING IV TRUST, a Delaware statutory trust, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.
ContractAziyo Biologics, Inc. • September 14th, 2020 • Biological products, (no disgnostic substances) • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW, OR SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION CAN BE MADE IN COMPLIANCE WITH RULE 144 OF THE ACT, OR IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
AZIYO BIOLOGICS, INC. NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 14th, 2020 • Aziyo Biologics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of April 2, 2020, by and between Aziyo Biologics, Inc., a Delaware corporation (the “Company”) and each of the persons and entities set forth on Schedule A attached hereto (each, an “Investor”).
DECEMBER 2017 AMENDMENT TO LICENSE AGREEMENTLicense Agreement • September 14th, 2020 • Aziyo Biologics, Inc. • Biological products, (no disgnostic substances)
This is an amendment (this “Amendment”), effective as of December 21st, 2017, to that certain LICENSE AGREEMENT (the “License Agreement”) dated May 31, 2017, by and between COOK BIOTECH INCORPORATED, an Indiana corporation with its principal office at 1425 Innovation Place, West Lafayette, Indiana 47906 (“Cook”), and AZIYO MED, LLC, a Delaware limited liability company with its principal office at 12510 Prosperity Drive, Suite 370, Silver Spring, Maryland 20904 (“Aziyo”).
AZIYO BIOLOGICS, INC. AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 14th, 2020 • Aziyo Biologics, Inc. • Biological products, (no disgnostic substances)
This AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”) is entered into as of April 29, 2020 by and between Aziyo Biologics, Inc., a Delaware corporation (the “Company”) and each of the other persons and entities signatory hereto (the “Investors”).
SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT Dated as of September 14, 2020Investor Rights Agreement • September 14th, 2020 • Aziyo Biologics, Inc. • Biological products, (no disgnostic substances) • Delaware
SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of September 14, 2020, by and among Aziyo Biologics, Inc., a Delaware corporation (the “Company”), the holders of Preferred Stock (as defined below) set forth on Schedule A attached hereto and the persons and entities set forth on Schedule B attached hereto (collectively, the “Junior Holders” and each, a “Junior Holder”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 14th, 2020 • Aziyo Biologics, Inc. • Biological products, (no disgnostic substances) • Maryland
This EMPLOYMENT AGREEMENT (this “Agreement”), effective as of June 1, 2018, is by and between Aziyo Biologics, Inc., a Delaware corporation (the “Company”) and Ronald Lloyd (the “Executive”).
SETTLEMENT AGREEMENT AND GENERAL RELEASESettlement Agreement and General Release • September 14th, 2020 • Aziyo Biologics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE (this "Settlement Agreement'') made and entered into as of April 6, 2018, by and among KeraLink International, formerly named Tissue Banks International, Inc. ("KeraLink"), Aziyo Biologics, Inc. (together with any successor, whether by merger, consolidation, share exchange, other business combination or sale of all or substantially all of the assets (any such transaction, a "Business Combination Transaction") of Aziyo Biologics, Inc. ("Aziyo"), Highcape Partners QP, L.P. ("QP"), Highcape Partners, L.P. ("Highcape") and Highcape Co-Investment Vehicle I, LLC (''Vehicle," and together with QP and Highcape collectively, the "Highcape Entities,'' and each a "Highcape Entity''). Each of KeraLink, Aziyo, and the Highcape Entities is referred to herein as a "Party," and together as the ''Parties."
LICENSE AGREEMENTLicense Agreement • September 14th, 2020 • Aziyo Biologics, Inc. • Biological products, (no disgnostic substances)
THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into as of May 31, 2017, by and between COOK BIOTECH INCORPORATED, an Indiana corporation with its principal office at 1425 Innovation Place, West Lafayette, Indiana 47906 (“Cook”), and AZIYO MED, LLC, a Delaware limited liability company with its principal office at 12510 Prosperity Drive, Suite 370, Silver Spring, Maryland 20904 (“Aziyo”).
ROYALTY AGREEMENT dated as of May 31, 2017 by and between AZIYO MED, LLC and LIGAND PHARMACEUTICALS INCORPORATEDRoyalty Agreement • September 14th, 2020 • Aziyo Biologics, Inc. • Biological products, (no disgnostic substances) • New York
This ROYALTY AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of May 31, 2017, by and between AZIYO MED, LLC, a Delaware limited liability company (the “Company”); and LIGAND PHARMACEUTICALS INCORPORATED, a Delaware corporation (“Ligand”).
