EMPLOYMENT AGREEMENTEmployment Agreement • February 8th, 2008 • Alynx, Co. • Blank checks • Florida
This Employment Agreement is made and entered into by and between MiMedx, Inc. (the “Company”) and Matthew J. Miller (“Executive”) as of March 1, 2007 (the “Effective Date”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 8th, 2008 • Alynx, Co. • Blank checks • Florida
This Registration Rights Agreement (the “Agreement”) made effective as of the 8th day of February, 2008, is entered into by and between Alynx, Co., a Nevada corporation (the “Company”), and certain persons and entities holding shares of the Common Stock who sign the signature page to this Agreement (individually, a “Shareholder” and collectively the “Shareholders”).
ContractAlynx, Co. • February 8th, 2008 • Blank checks
THIS WARRANT MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT AS SPECIFIED IN SECTION 13 HEREOF. NEITHER THE RIGHTS REPRESENTED BY THIS WARRANT NOR THE SHARES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED FOR OFFER OR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE LAW. SUCH RIGHTS AND SHARES MAY NOT BE SOLD OR OFFERED FOR SALE IN WHOLE OR IN PART EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 13 HEREOF.
MIMEDX, INC. Incentive Stock Option Award Agreement (Employees)Stock Incentive Plan • February 8th, 2008 • Alynx, Co. • Blank checks • Florida
THIS AGREEMENT (together with Schedule A, attached hereto, the “Agreement”), effective as of the date specified as the “Grant Date” on Schedule A attached hereto, between MIMEDX, INC., a Florida corporation (the “Corporation”), and the individual identified on Schedule A attached hereto, an Employee of the Corporation or an Affiliate (the “Participant”);
EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENTInventions Assignment Agreement • February 8th, 2008 • Alynx, Co. • Blank checks • Florida
The undersigned (the “Employee”), is an employee of MIMEDX, INC. a corporation under the laws of the State of Florida, USA, or a subsidiary of MIMEDX, INC. (the “Company”) (together referred to as “Parties,” or individually as “Party”), and in partial consideration of and as a condition of Employee’s employment or continued employment by the Company, and effective as of the date hereof, Employee hereby agrees as follows:
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • February 8th, 2008 • Alynx, Co. • Blank checks
This Trademark License Agreement (“Agreement”), entered into and effective as of the latest date indicated in the signature block at the foot of this Agreement (the “Effective Date”), is by and between SALUMEDICA, LLC, a Georgia Limited Liability Company with offices located at 112 Krog Street, Suite 4, Atlanta, Georgia 30307 (“SaluMedica” or the “Licensor”); and SpineMedica Corp., a Florida Corporation with offices located at 1234 Airport Road, Suite 105 Destin, Florida 32541 (“SpineMedica” or the “Licensee”).
LEASELease • February 8th, 2008 • Alynx, Co. • Blank checks
THIS LEASE is made and entered into as of the Date of this Lease, by and between Landlord and Tenant. “Date of this Lease” shall mean the date on which the last one of the Landlord and Tenant has signed this Lease.
CONSULTING AGREEMENTConsulting Agreement • February 8th, 2008 • Alynx, Co. • Blank checks • Florida
THIS CONSULTING AGREEMENT (hereinafter “Agreement”) is entered into this 15th day of April, 2007, (“Effective Date”), by and between MiMedx, Inc., a corporation under the laws of the State of Florida, USA (hereinafter the “Company”) and Joseph L. Story, M.D., an individual, residing under the laws of the State of Florida, with a place of business located at 710 Peaks Point Dr., Gulf Breeze, FL 32561 (hereinafter the “Consultant”) (collectively, the “Parties”).
EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENTInventions Assignment Agreement • February 8th, 2008 • Alynx, Co. • Blank checks • Georgia
The undersigned (the “Employee”), is an employee of SpineMedica Corp., a corporation under the laws of the State of Florida, USA (the “Company”), and in partial consideration of and as a condition of Employee’s employment or continued employment by the Company, and effective as of the date hereof, Employee hereby agrees as follows:
MATERIALS TRANSFER AGREEMENTMaterials Transfer Agreement • February 8th, 2008 • Alynx, Co. • Blank checks • Pennsylvania
This Materials Transfer Agreement (the “Agreement”), effective the 28th day of March, 2007 (“Effective Date”), is entered into by and between Kensey Nash Corporation, a Delaware corporation having its principal place of business at 735 Pennsylvania Drive, Exton, Pennsylvania 19341 (hereinafter “KNC”), and MiMedx, having offices at 1234 Airport Road, Destin, Florida 32541 (hereinafter “MiMedx”).
Dr. Thomas Graham Lutherville, MD 21903 Re: MiMedX Physician Advisory Board Consulting Agreement Dear Dr. Graham:Alynx, Co. • February 8th, 2008 • Blank checks • Florida
MiMedx, Inc. (“MiMedX” or “the Company”) hereby confirms its mutual agreement with you to serve as a consultant to the Company by serving as a member of the Company’s Physician Advisory Board (“PAB”) upon the terms and conditions set forth in this letter agreement (this “Agreement”) strictly within the field of the clinical development of the Company’s proprietary soft tissue bioprosthesis product (“NDGA”) during the term of this Agreement (“Field”); the Field of this agreement may be broadened by mutual consent. The Company understands that you are currently an employee of the Curtis National Hand Institute (the “Curtis Institute”) and that services to such employer (and contractual obligations in connection therewith) may take precedence over your consulting services to the Company for your obligations hereunder, as set out in Section 3 below.
PURCHASE AGREEMENTPurchase Agreement • February 8th, 2008 • Alynx, Co. • Blank checks • Georgia
This PURCHASE AGREEMENT (the “Agreement”) is made as of the 12th day of March, 2007 (“Effective Date”), by and between SPINEMEDICA CORP., a Florida corporation (“Purchaser” or “SpineMedica”); and SALUMEDICA, LLC, a Georgia limited liability company (“Seller”).
SPINEMEDICA CORP. Nonqualified Stock Option Award Agreement (Non-employee Directors and Independent Contractors)Nonqualified Stock Option Award Agreement • February 8th, 2008 • Alynx, Co. • Blank checks • Florida
THIS AGREEMENT (together with Schedule A, attached hereto, the “Agreement”), effective as of the date specified as the “Grant Date” on Schedule A attached hereto, between SPINEMEDICA CORP., a Florida corporation (the “Corporation”), and the individual identified on Schedule A attached hereto, an individual in service to the Corporation or an Affiliate (the “Participant”).
LANDLORD CONSENT TO SUBLEASELease Agreement • February 8th, 2008 • Alynx, Co. • Blank checks
Re: That certain Lease Agreement dated March 1, 2001 (the “Lease”), by and between Franklin Forest Investors, LLC (as successor-in-interest to Duke-Weeks Realty Limited Partnership) (“Landlord”), and CCA Global Partners, Inc. (f/k/a Carpet Co-op of America Association) (“Tenant”) for premises known and numbered locally as 811 Livingston Court, Marietta, Georgia 30067 (the “Premises”)
INDUSTRIAL LEASEIndustrial Lease • February 8th, 2008 • Alynx, Co. • Blank checks
AMENDMENT TO LEASETo Lease • February 8th, 2008 • Alynx, Co. • Blank checks
THIS AMENDMENT TO LEASE (this “Amendment”) is entered into this 7th day of June, 2007 by and between University of South Florida Research Foundation, Incorporated, a Florida not for profit corporation and a Direct Support Organization of the University of South Florida pursuant to Section 1004.28, Florida Statutes (“Landlord”), and MIMEDX, INC., a Florida corporation (“Tenant”).
THIRD AMENDMENT TO LICENSE AGREEMENTLicense Agreement • February 8th, 2008 • Alynx, Co. • Blank checks
THIS THIRD AMENDMENT TO LICENSE AGREEMENT (hereinafter referred to as this “Third Amendment”) is made and entered into this 1A/4” day of August, 2005, by and between GEORGIA TECH RESEARCH CORPORATION, a non-profit corporation organized and existing under the laws of the State of Georgia and with offices at Georgia Institute of Technology, 505 Tenth Street, Atlanta, Georgia 30332-0415 (hereinafter referred to as “GTRC”), and SaluMedica, LLC, a Georgia corporation with offices at 112 Krog Street, Suite 4, Atlanta, Georgia 30307 (hereinafter referred to as “SM”), formerly known as Restore Therapeutics, Inc.
FIRST AMENDMENT TO TECHNOLOGY LICENSE AGREEMENT BETWEEN SALUMEDICA, LLC AND SPINEMEDICA CORP.Technology License Agreement • February 8th, 2008 • Alynx, Co. • Blank checks
THIS FIRST AMENDMENT TO TECHNOLOGY LICENSE AGREEMENT (this “Amendment”) is entered into as of the 3rd day of August, 2007 (the “Effective Date”), by and between SaluMedica, LLC, a Georgia limited liability company (“Licensor”), and SpineMedica Corp., a Florida corporation (“SpineMedica”; and, together with any subsidiary, sublicensee, successor, or assignee of SpineMedica, “Licensee”), under the following circumstances:
Re: MiMedX Physician Advisory Board Consulting AgreementAlynx, Co. • February 8th, 2008 • Blank checks • Florida
MiMedX, Inc. (“MiMedX” or “the Company”) hereby confirms its mutual agreement with you to serve as a consultant to the Company by serving as a member of the Company’s Physician Advisory Board (“PAB”) upon the terms and conditions set forth in this letter agreement within the field of the clinical development of Orthopedic devices and implants (“Field”) and with respect to the Company’s other research, development, and business activities. The Field of this agreement may be broadened by mutual consent. The Company understands that you are currently an employee of and that services to such employer may take precedence over your consulting services to the Company as set out in Section 3 below.
MATERIALS TRANSFER AGREEMENTMaterials Transfer Agreement • February 8th, 2008 • Alynx, Co. • Blank checks • Pennsylvania
This Materials Transfer Agreement (the “Agreement”), effective the 7th day of June, 2007 (“Effective Date”), is entered into by and between Kensey Nash Corporation, a Delaware corporation having its principal place of business at 735 Pennsylvania Drive, Exton, Pennsylvania 19341 (hereinafter “KNC”) and MiMedx, having offices at 1234 Airport Road, Destin, Florida 32541 (hereinafter “MiMedx”).
Sublease AgreementSublease Agreement • February 8th, 2008 • Alynx, Co. • Blank checks
THIS SUBLEASE AGREEMENT is effective as of April 1, 2007 between The Gorlin Companies, LLC (the “Sublessor”) and MiMedx, Inc. (the “Sublessee”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • February 8th, 2008 • Alynx, Co. • Blank checks
This Trademark License Agreement (“Agreement”), entered into and effective as of the latest date indicated in the signature block at the foot of this Agreement (the “Effective Date”), is by and between SALUMEDICA, LLC, a Georgia Limited Liability Company with offices located at 112 Krog Street, Suite 4, Atlanta, Georgia 30307 (“SaluMedica” or the “Licensor”); and SpineMedica Corp., a Florida Corporation with offices located at 1234 Airport Road, Suite 105 Destin, Florida 32541 (“SpineMedica or. the “Licensee”).
TECHNOLOGY LICENSE AGREEMENT BETWEEN SHRINERS HOSPITALS FOR CHILDREN and UNIVERSITY OF SOUTH FLORIDA RESEARCH FOUNDATION As Licensors AND MIMEDX, INC. As LicenseeTechnology License Agreement • February 8th, 2008 • Alynx, Co. • Blank checks • Florida
This Technology License Agreement (this “License Agreement”) is made effective as of the 29th day of January, 2007 (the “Effective Date”), by and between SHRINERS HOSPITALS FOR CHILDREN, a Florida corporation and UNIVERSITY OF SOUTH FLORIDA RESEARCH FOUNDATION, INC., a corporation not for profit under Chapter 607 Florida Statutes, and a direct support organization of the University of South Florida (“University”) pursuant to section 1004.28 Florida Statutes (hereinafter referred to as “RESEARCH FOUNDATION”) (jointly and severally, “Licensor”), and MIMEDX, INC, a Florida corporation (the “Licensee”).
MIMEDX, INC. Nonqualified Stock Option Award Agreement (Non-employee Directors and Independent Contractors)Stock Option Award Agreement • February 8th, 2008 • Alynx, Co. • Blank checks • Florida
THIS AGREEMENT (together with Schedule A, attached hereto, the “Agreement”), effective as of the date specified as the “Grant Date” on Schedule A attached hereto, between MIMEDX, INC., a Florida corporation (the “Corporation”), and the individual identified on Schedule A attached hereto, an individual in service to the Corporation or an Affiliate (the “Participant”).
TECHNOLOGY LICENSE AGREEMENT BETWEEN SALUMEDICA, LLC AND SPINEMEDICA CORP.Technology License Agreement • February 8th, 2008 • Alynx, Co. • Blank checks • Georgia
This Technology License Agreement (this “License Agreement”) is executed as of the 3rd day of August, 2007 (the “Execution Date”), by and between SALUMEDICA, LLC, a Georgia limited liability company (“Licensor”), and SPINEMEDICA CORP., a Florida corporation (“SpineMedica”) or the assignee of SpineMedica (the “Licensee”).
AGREEMENT AND PLAN OF MERGER by and among SPINEMEDICA CORP., SPINEMEDICA, LLC andAgreement and Plan of Merger • February 8th, 2008 • Alynx, Co. • Blank checks • Florida
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into on or effective as of the 23rd day of July 2007 by and among SPINEMEDICA CORP., a Florida corporation with its principal offices at 112 Krog Street, Suite 5, Atlanta, Georgia 30307 (“SpineMedica”); SPINEMEDICA, LLC, a Florida limited liability company with its principal offices at 1234 Airport Road, Suite 105, Destin, Florida 32541 (“Acquisition Company”); and MIMEDX, INC., a Florida corporation with its principal offices at 1234 Airport Road, Suite 105, Destin, Florida 32541 (“MiMedx;” together with SpineMedica and Acquisition Company, the “Parties”).
This Instrument Prepared by: WILLIAM M. MITCHEM Beggs & Lane Post Office Box 12939Lease Agreement • February 8th, 2008 • Alynx, Co. • Blank checks • Florida
JOINT DEVELOPMENT AGREEMENTJoint Development Agreement • February 8th, 2008 • Alynx, Co. • Blank checks • Delaware
This JOINT DEVELOPMENT AGREEMENT (the “Agreement”) is entered into by MiMedx, Inc., a Florida corporation, having a principal place of business located at 1234 Airport Road, Suite 105, Destin, FL 32541 (“MiMedx”) and Offray Specialty Narrow Fabrics, Inc., a New York corporation having a principal place of business located at 360 Route 24, P.O. Box 421, Chester, NJ 07930-0421 (“Offray”) (with MiMedx and Offray hereinafter collectively referred to as the “Parties,” each a “Party”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 8th, 2008 • Alynx, Co. • Blank checks • Florida
This Amended and Restated Registration Rights Agreement (the “Agreement”) made effective as of the 23rd day of July, 2007, is entered into by and among MiMedx, Inc., a Florida corporation (the “Company”), and the persons and entities holding shares of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), or any other series of preferred stock of the Company hereafter created (together, the “Preferred Shares”), and any party who acquires Preferred Shares and signs a counterpart signature page to this Agreement (individually, a “Purchaser” and collectively the “Purchasers”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 8th, 2008 • Alynx, Co. • Blank checks • Florida
This Executive Employment Agreement is made and entered into by and between MiMedx, Inc., a Florida corporation having a place of business at 1234 Airport Road, Suite 105, Destin, Florida 32541 (the “Company”) and Dr. Thomas Koob (“Executive”) as of March 1, 2007 (the “Effective Date”).
SPINEMEDICA CORP. Incentive Stock Option Award Agreement (Employees)Employee, Director and Consultant Stock Plan • February 8th, 2008 • Alynx, Co. • Blank checks • Florida
THIS AGREEMENT (together with Schedule A, attached hereto, the “Agreement”), effective as of the date specified as the “Grant Date” on Schedule A attached hereto, between SPINEMEDICA CORP., a Florida corporation (the “Corporation”), and the individual identified on Schedule A attached hereto, an Employee of the Corporation or an Affiliate (the “Participant”);
TECHNOLOGY LICENSE AGREEMENT BETWEEN SALUMEDICA, LLC AND SPINEMEDICA CORP.Technology License Agreement • February 8th, 2008 • Alynx, Co. • Blank checks • Georgia
This Technology License Agreement (this “License Agreement”) is made effective as of the 12th day of August, 2005 (the “Effective Date”), by and between SALUMEDICA, LLC, a Georgia limited liability company (“Licensor”), and SPINEMEDICA CORP., a Florida corporation (the “Licensee”).
SECOND AMENDMENT TO LICENSE AGREEMENTLicense Agreement • February 8th, 2008 • Alynx, Co. • Blank checks
THIS SECOND AMENDMENT TO LICENSE AGREEMENT (hereinafter referred to as “Second Amendment”) is made and entered into this 28th day of February, 2005, by and between GEORGIA TECH RESEARCH CORPORATION, a non-profit corporation organized and existing under the laws of the State of Georgia and with offices at Georgia Institute of Technology, 505 Tenth Street, Atlanta, Georgia 30332-0415 (hereinafter referred to as “GTRC”) and SaluMedica, LLC, a Georgia corporation with offices at 112 Krog Street, Suite 4, Atlanta, Georgia 30307 (hereinafter referred to as “SM”), formerly known as Restore Therapeutics, Inc.
LICENSE AGREEMENTLicense Agreement • February 8th, 2008 • Alynx, Co. • Blank checks • Georgia
THIS AGREEMENT is made and entered into the 5th day of March, 1998 (hereinafter the “Effective Date”) by and between GEORGIA TECH RESEARCH CORPORATION, a non-profit corporation organized and existing under the laws of the State of Georgia and having its principal offices at the Georgia Institute of Technology (hereinafter “GIT”), Centennial Research Building, Atlanta, Georgia 30332-0415 (hereinafter “GTRC”) and RESTORE THERAPEUTICS, INC., a corporation incorporated under the laws of the State of Georgia, and having its registered office in that State at Suite 2100, The Equitable Building, 100 Peachtree Street, Atlanta, Georgia 30303-1962 (hereinafter “RT”).
AGREEMENT AND PLAN OF MERGER AMONG MIMEDX, INC. MMX ACQUISITION CORP. AND ALYNX, CO. DATED AS OF JANUARY 29, 2008Agreement and Plan of Merger • February 8th, 2008 • Alynx, Co. • Blank checks • Florida
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of January 29, 2008, by and among MiMedx, Inc., a Florida corporation (the “Target”), Alynx, Co., a Nevada corporation (“Alynx”), and MMX Acquisition Corp., a Florida corporation and wholly-owned subsidiary of Alynx (the “Merger Sub”). Certain capitalized terms used in this Agreement are defined in ARTICLE XI of this Agreement.
