ACELL, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 26th, 2020 • Acell Inc • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , 2020, and is between ACell, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO ACELL, INC. IF PUBLICLY DISCLOSED. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 26th, 2020 • Acell Inc • Surgical & medical instruments & apparatus
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 28, 2017 (the “Effective Date”), between SILICON VALLEY BANK, a California corporation (“Bank”) and ACELL, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO ACELL, INC. IF PUBLICLY DISCLOSED. LEASE MOR GATE LLC, Landlord, and ACELL, INC., Tenant...Lease Agreement • June 26th, 2020 • Acell Inc • Surgical & medical instruments & apparatus • Maryland
have not previously agreed to the Annual Rent for the Extension Term when Tenant sends Landlord the Extension Notice, then Landlord shall notify Tenant (“Landlord’s Determination Notice”) of Landlord’s determination of Annual Rent within 30 days of Tenant’s Extension Notice. If Tenant disagrees with Landlord’s determination, Tenant shall notify Landlord (“Tenant’s Notice of Disagreement”) within ten (10) business days after written receipt of Landlord’s written Determination Notice, either (A) revoking and terminating its election for the Extension Term, or (B) requesting that the Annual Rent be determined by the Brokers, pursuant to the procedure set forth below (the “3 Broker Method”). If Tenant so elects to have the Annual Rent for the Extension Term determined by the 3 Broker Method, then the Annual Rent shall be determined as follows: Landlord and Tenant shall, within fifteen (15) days of the date on which Tenant’s Notice of Disagreement was given, each appoint a Broker (as herein
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO ACELL, INC. IF PUBLICLY DISCLOSED. SECOND AMENDED SENIOR EXECUTIVE EMPLOYMENT AGREEMENTSenior Executive Employment Agreement • July 13th, 2020 • Acell Inc • Surgical & medical instruments & apparatus • Delaware
This Second Amended Senior Executive Employment Agreement (the “Agreement”) is entered into effective as of January 16, 2020 (the “Effective Date”) between Patrick McBrayer (“Executive”) and ACell, Inc, a Delaware corporation (“Employer”) with principal offices at 6640 Eli Whitney Drive, Columbia, MD 21046. This Second Amended Agreement (the “Agreement”) amends and supersedes prior versions of this Agreement previously executed by the parties, primarily to clarify certain terms and provisions of Exhibit A.
ACELL, INC.Underwriting Agreement • July 13th, 2020 • Acell Inc • Surgical & medical instruments & apparatus • New York
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO ACELL, INC. IF PUBLICLY DISCLOSED. AGREEMENT OF LEASELease Agreement • June 26th, 2020 • Acell Inc • Surgical & medical instruments & apparatus • Indiana
This AGREEMENT OF LEASE (hereinafter referred to as the “Lease”) is made as of the 1st day of October, 2014 (the “Effective Date”), between 3589 Sagamore, LLC, an Indiana limited liability company (hereinafter referred to as “Landlord”), and ACell, Inc., a Delaware corporation (hereinafter referred to individually and collectively as “Tenant”). This Lease shall supersede and replace the following two Agreements of Lease: (i) Agreement of Lease, dated February 25, 2013, by and between Landlord and Tenant, for approximately 28,000 rsf in the Building, as amended by a certain First Lease Addendum, dated September 3, 2013; and (ii) Agreement of Lease, dated September 3, 2013, by and between Landlord and Tenant for approximately 14,000 rsf in the Building (the “Expansion Lease”) (together, these two current Agreements of Lease hereinafter the “Current Leases”). Tenant acknowledges and agrees that this Lease is not effective, nor binding, on either Landlord or Tenant until both Landlord and
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO ACELL, INC. IF PUBLICLY DISCLOSED. Supply Agreement for Porcine Urinary BladdersSupply Agreement • June 26th, 2020 • Acell Inc • Surgical & medical instruments & apparatus • Delaware
This agreement (the “Agreement”) is between Clemens Food Group, LLC., a Delaware limited liability company with a principal place of business at 2700 Clemens Road, P.O. Box 902, Hatfield, PA 19440-0902 (“Supplier”), and ACell, Inc., with offices at 6640 Eli Whitney Drive, Columbia, MD 21046, (“ACell”), effective as of November 1, 2016 (the “Effective Date”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO ACELL, INC. IF PUBLICLY DISCLOSED. FIRST LOAN MODIFICATION AGREEMENTLoan Modification Agreement • June 26th, 2020 • Acell Inc • Surgical & medical instruments & apparatus
This First Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of March 23, 2018, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business 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”) and ACELL, INC., a Delaware corporation with its principal place of business at 6640 Eli Whitney Drive, Columbia, Maryland 21046 (“Borrower”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO ACELL, INC. IF PUBLICLY DISCLOSED. Supply Agreement for Porcine Urinary BladdersSupply Agreement • June 26th, 2020 • Acell Inc • Surgical & medical instruments & apparatus • Delaware
This agreement (the “Agreement”) is between Indiana Packers Corporation, with its principal place of business at 6755 West 100 North, Delphi, IN 46923 (“Supplier”), and ACell, Inc., with offices at 6640 Eli Whitney Drive, Columbia, MD 21046, (“ACell”), effective as of March 1, 2020 (the “Effective Date”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO ACELL, INC. IF PUBLICLY DISCLOSED. SECOND LOAN MODIFICATION AGREEMENTLoan Modification Agreement • June 26th, 2020 • Acell Inc • Surgical & medical instruments & apparatus
This Second Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of April 2, 2020, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business 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”) and ACELL, INC., a Delaware corporation with its principal place of business at 6640 Eli Whitney Drive, Columbia, Maryland 21046 (“Borrower”).
ACell, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • June 26th, 2020 • Acell Inc • Surgical & medical instruments & apparatus • Maryland
ACELL, INC. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 26th, 2020 • Acell Inc • Surgical & medical instruments & apparatus • Delaware
This Second Amended and Restated Investor Rights Agreement (this “Agreement”) is made and entered into as of April 12, 2011 by and among ACell, Inc., a Delaware corporation (the “Company”), and the parties listed on the Schedule of Investors attached hereto as Exhibit A (each, an “Investor” and, collectively, the “Investors”).
RESTRICTED STOCK AGREEMENT UNDER THE ACELL, INC.Restricted Stock Agreement • June 26th, 2020 • Acell Inc • Surgical & medical instruments & apparatus • Maryland
Pursuant to the ACell, Inc. 2011 Stock Option and Grant Plan (the “Plan”), ACell, Inc., a Delaware corporation (together with any successor entity, the “Company”), hereby grants, sells and issues to the individual named above, who is an officer, employee, director, Consultant or other key person of the Company or any of the Subsidiaries, the Shares at the Per Share Purchase Price, which represents the fair market value per share on the Grant Date, subject to the terms and conditions set forth herein and in the Plan. The Grantee agrees to the provisions set forth herein and acknowledges that each such provision is a material condition of the Company’s agreement to issue and sell the Shares to him or her. The Company hereby acknowledges receipt of $ [ ] in full payment for the Shares. All references to share prices and amounts herein shall be equitably adjusted to reflect stock splits, stock dividends, recapitalizations, mergers, reorganizations and similar changes affecting the capital
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO ACELL, INC. IF PUBLICLY DISCLOSED. PROCESSING AGREEMENTProcessing Agreement • June 26th, 2020 • Acell Inc • Surgical & medical instruments & apparatus • Ohio
THIS AGREEMENT (“Agreement”) is between Synergy Health AST, LLC., including its affiliates, (“STERIS”), with headquarters at 5960 Heisley Road, Mentor, Ohio 44060, and ACell, Inc. (“Customer”), having a principal place of business at 6640 Eli Whitney Drive, Columbia, Maryland 21046.
