Mimedx Group, Inc. Sample Contracts

MiMedx Group, Inc. 5,000,000 Shares of Common Stock Underwriting Agreement
Underwriting Agreement • December 12th, 2013 • Mimedx Group, Inc. • Surgical & medical instruments & apparatus • New York

Canaccord Genuity Inc. As Representative of the several Underwriters listed in Schedule 1 hereto 99 High Street, 11th Floor Boston, Massachusetts 02110

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CREDIT AGREEMENT Dated as of October 12, 2015 among MIMEDX GROUP, INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, THE OTHER...
Credit Agreement • October 13th, 2015 • Mimedx Group, Inc. • Surgical & medical instruments & apparatus • New York

This CREDIT AGREEMENT is entered into as of October 12, 2015 among MIMEDX GROUP, INC., a Florida corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

CHANGE IN CONTROL SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT
Severance Compensation and Restrictive Covenant Agreement • June 20th, 2018 • Mimedx Group, Inc. • Surgical & medical instruments & apparatus • Florida

THIS SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT (the “Agreement”) is dated as of April 19, 2018 between MiMedx Group, Inc., a Florida corporation (the “Company”), and EDWARD J. BORKOWSKI (the “Executive”).

AMENDMENT NO. 2 TO LOAN AGREEMENT
Loan Agreement • August 1st, 2023 • Mimedx Group, Inc. • Surgical & medical instruments & apparatus • New York

THIS AMENDMENT NO. 2 TO LOAN AGREEMENT (this “Amendment”), is made and entered into as of June 15, 2023, by and among MIMEDX GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders party hereto (who, as of the date hereof, constitute all Lenders) and HAYFIN SERVICES LLP (in its individual capacity, “HFS”), as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Secured Parties.

EMPLOYMENT AGREEMENT
Employment 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”).

FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 3rd, 2012 • Mimedx Group, Inc. • Surgical & medical instruments & apparatus • Florida

This Registration Rights Agreement (the “Agreement”) made effective as of , 2011 is entered into by and among MiMedx Group, Inc., a Florida corporation (the “Company”), and (“Lender”).

LEASE BY AND BETWEEN HUB PROPERTIES GA, LLC
Lease • May 10th, 2013 • Mimedx Group, Inc. • Surgical & medical instruments & apparatus • Georgia
LOAN AGREEMENT
Loan Agreement • January 23rd, 2008 • Alynx, Co. • Blank checks • Utah

Loan Agreement made this 28th day of May 2006, by and between Alynx, Co., a Nevada corporation (“Borrower” or “Company”) and Chantel Smith (“Lender”).

SHAREHOLDER RIGHTS AGREEMENT dated as of November 6, 2018 by and between MIMEDX GROUP, INC. as the Company and ISSUER DIRECT CORPORATION, as Rights Agent
Shareholder Rights Agreement • November 7th, 2018 • Mimedx Group, Inc. • Surgical & medical instruments & apparatus • Florida

SHAREHOLDER RIGHTS AGREEMENT, dated as of November 6, 2018, (this “Agreement”), by and between MiMedx Group, Inc., a Florida corporation (the “Company”), and Issuer Direct Corporation, Inc., as rights agent (the “Rights Agent”).

MIMEDX GROUP, INC.
Restricted Stock Unit Agreement • July 6th, 2020 • Mimedx Group, Inc. • Surgical & medical instruments & apparatus

THIS RESTRICTED STOCK UNIT AGREEMENT (this "Agreement") dated as of the ___ day of , 20___ (the “Grant Date”), between MiMedx Group, Inc. (the "Company") and _________________ (the "Participant"), is made pursuant and subject to the provisions of the Company's 2016 Equity and Cash Incentive Plan (the "Plan"), a copy of which is attached hereto. All terms used herein that are defined in the Plan shall have the same meaning given them in the Plan.

Contract
Warrant Agreement • October 25th, 2010 • Mimedx Group, Inc. • Surgical & medical instruments & apparatus • Florida

THIS WARRANT MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT AS SPECIFIED HEREIN. 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 HEREOF.

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”).

Contract
Warrant Agreement • January 3rd, 2012 • Mimedx Group, Inc. • Surgical & medical instruments & apparatus • Georgia

THIS WARRANT MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT AS SPECIFIED HEREIN. 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 HEREOF.

MIMEDX, INC. Incentive Stock Option Award Agreement (Employees)
Incentive 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 Employee of the Corporation or an Affiliate (the “Participant”);

MIMEDX GROUP, INC. Amended and Restated through October 2, 2020 Restricted Stock Unit Agreement
Restricted Stock Unit Agreement • September 16th, 2022 • Mimedx Group, Inc. • Surgical & medical instruments & apparatus

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) dated as of the 15th day of September 2022, between MiMedx Group, Inc. (the “Company”) and K. Todd Newton (the “Participant”), is made pursuant and subject to the provisions of the Company’s 2016 Equity and Cash Incentive Plan as amended and restated through October 2, 2020 (the “Plan”), a copy of which is attached hereto. Unless otherwise defined herein, all terms used herein that are defined in the Plan have the same meaning given them in the Plan.

AGREEMENT AND PLAN OF MERGER by and among MIMEDX GROUP, INC., TITAN ACQUISITION SUB I, INC., TITAN ACQUISITION SUB II, LLC, STABILITY INC., CERTAIN STOCKHOLDERS OF STABILITY INC. and
Merger Agreement • January 13th, 2016 • Mimedx Group, Inc. • Surgical & medical instruments & apparatus • Georgia

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of January 10, 2016, by and among MiMedx Group, Inc., a Florida corporation (“Parent”), Titan Acquisition Sub I, Inc., a Florida corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Titan Acquisition Sub II, LLC, a Georgia limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub, “Merger Subs”), Stability Inc., a Florida corporation (the “Company”), certain of the stockholders of the Company as set forth on the signature pages hereto, and Brian Martin, as stockholder representative (in such capacity, the “Stockholder Representative”).

MIMEDX GROUP, INC. Non-Employee Director Restricted Stock Unit Agreement
Restricted Stock Unit Agreement • August 3rd, 2021 • Mimedx Group, Inc. • Surgical & medical instruments & apparatus

THIS RESTRICTED STOCK UNIT AGREEMENT (this "Agreement") dated as of the ____ day of ____ 20 (the “Grant Date”), between MiMedx Group, Inc. (the "Company") and _________________ (the "Participant"), is made pursuant and subject to the provisions of the Company's 2016 Equity and Cash Incentive Plan, amended and restated through October 2, 2020 (the "Plan"), a copy of which is attached hereto. All terms used herein that are defined in the Plan shall have the same meaning given them in the Plan.

KEY EMPLOYEE RETENTION AND RESTRICTIVE COVENANT AGREEMENT
Key Employee Retention and Restrictive Covenant Agreement • July 5th, 2023 • Mimedx Group, Inc. • Surgical & medical instruments & apparatus

THIS KEY EMPLOYEE RETENTION AND RESTRICTIVE COVENANT AGREEMENT (the “Agreement”) is dated as of July 5, 2023 between MiMedx Group, Inc., a Florida corporation (the “Company”), and Doug Rice (the “Executive”) (collectively, the Company and Executive referred to herein as the “Parties).

ASSUMED 2006 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 4th, 2014 • Mimedx Group, Inc. • Surgical & medical instruments & apparatus

WHEREAS, the Company maintains the MiMedx Group, Inc. Assumed 2006 Incentive Plan (the “Plan”), which is incorporated into and forms a part of this Agreement, and the Participant has been selected by the committee administering the Plan (the “Committee”) to receive a Restricted Stock Award under the Plan;

MIMEDX GROUP, INC. Restricted Stock Agreement
Restricted Stock Agreement • May 30th, 2019 • Mimedx Group, Inc. • Surgical & medical instruments & apparatus

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) dated as of the ____ day of ____ 2017, between MiMedx Group, Inc. (the “Company”) and _________________ (the “Participant”), is made pursuant and subject to the provisions of the Company’s 2016 Equity and Cash Incentive Plan (the “Plan”), a copy of which is attached hereto. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

Contract
Warrant Agreement • February 8th, 2008 • Alynx, Co. • 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.

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AMENDMENT AND SETTLEMENT AGREEMENT
Settlement Agreement • August 25th, 2009 • Mimedx Group, Inc. • Surgical & medical instruments & apparatus • Georgia

This Amendment and Settlement Agreement (“Settlement Agreement”), is made this 19th day of August, 2009, by, between and among MIMEDX GROUP, INC., a Florida corporation (herein sometimes individually called “MDXG”, and its wholly owned subsidiary MIMEDX, INC., a Florida corporation herein sometimes individually called “MiMedx” ( both MDXG and MiMedx having their principal offices located at 3802 Spectrum Blvd, Ste 300, Tampa, FL 33612-9210, (each of MDXG and MiMedx being herein jointly and severally referred to as the “MiMedx Parties”), AND THOMAS J. GRAHAM, M.D. (sometimes herein sometimes individually called “Dr. Graham”) an individual resident of the State of Maryland and PHANTOM HAND PROJECT, LLC (sometimes herein individually called “Phantom”) , a limited liability company under the law of Maryland (each of Dr. Graham and Phantom having its principal office located at Paradise Farm, 2415 Old Bosley Road, Timonium, MD 21093, and being herein jointly and severally called the “Graham

LOAN AGREEMENT dated as of June 10, 2019 among MIMEDX GROUP, INC., as Borrower, and the other GUARANTORS from time to time party hereto, the LENDERS from time to time party hereto, BLUE TORCH FINANCE LLC, as Administrative Agent, and BLUE TORCH...
Loan Agreement • June 11th, 2019 • Mimedx Group, Inc. • Surgical & medical instruments & apparatus • New York

LOAN AGREEMENT dated as of June 10, 2019 among MIMEDX GROUP, INC., a Florida corporation (the “Borrower”), the Subsidiaries of the Borrower that are Guarantors or become Guarantors hereunder pursuant to Section 8.10 hereof, the Lenders from time to time party hereto, BLUE TORCH FINANCE LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”, and together with the Administrative Agent, each an “Agent” and collectively the “Agents”).

MIMEDX LETTERHEAD]
Consulting Agreement • August 25th, 2009 • Mimedx Group, Inc. • Surgical & medical instruments & apparatus • Florida

MiMedx, Inc., Inc. (the “Company”) hereby confirms its mutual agreement with Thomas J. Graham, M.D. (“you” or “Consultant”) for you to serve as a consultant to the Company (including your service on the Company’s Physician’s Advisory Board (“PAB”), upon the terms and conditions set forth in this Consulting Agreement for services within the Field (as defined on Exhibit A attached hereto) and with respect to the Company’s other research, development, and business activities. It is agreed that the consulting agreement dated March 8, 2007 between you and the Company (the “Original Agreement”) regarding your service on the PAB is hereby terminated upon execution hereof by both parties, provided that you shall retain the consulting fees and options already received under the Original Agreement.

FIRST AMENDMENT CHANGE IN CONTROL SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT
Change in Control Severance Compensation and Restrictive Covenant Agreement • May 15th, 2013 • Mimedx Group, Inc. • Surgical & medical instruments & apparatus

This First Amendment to this CHANGE IN CONTROL SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT (the “Amendment”) is dated as of May 9, 2013, by and between MiMedx Group, Inc. (the “Company”) and William C. Taylor (the “Executive”).

SUBSCRIPTION AGREEMENT 5% CONVERTIBLE PROMISSORY NOTE
Subscription Agreement • October 25th, 2010 • Mimedx Group, Inc. • Surgical & medical instruments & apparatus • Florida
TECHNOLOGY LICENSE AGREEMENT BETWEEN SHRINERS HOSPITALS FOR CHILDREN and UNIVERSITY OF SOUTH FLORIDA RESEARCH FOUNDATION As Licensors AND MIMEDX, INC. As Licensee
Technology 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”).

FORM OF CHANGE IN CONTROL SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT
Change in Control Severance Compensation and Restrictive Covenant Agreement • May 30th, 2019 • Mimedx Group, Inc. • Surgical & medical instruments & apparatus • Florida

THIS SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT (the “Agreement”) is dated as of _____ between MiMedx Group, Inc., a Florida corporation (the “Company”), and __________ (the “Executive”).

MIMEDX GROUP, INC. Form of Nonqualified Stock Option Agreement
Nonqualified Stock Option Agreement • April 30th, 2024 • Mimedx Group, Inc. • Surgical & medical instruments & apparatus

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) dated as of ____________ (the “Date of Grant”), between MiMedx Group, Inc. (the “Company”), and ____________ (the “Participant”), is made pursuant and subject to the provisions of the MiMedx Group, Inc. 2016 Equity and Cash Incentive Plan, as amended and restated through May 2, 2023 (the “Plan”). Unless otherwise defined herein, all terms used herein that are defined in the Plan have the same meaning given them in the Plan.

SUBSCRIPTION AND STOCK PURCHASE AGREEMENT COMMON STOCK OF MIMEDX GROUP, INC.
Subscription and Stock Purchase Agreement • January 7th, 2010 • Mimedx Group, Inc. • Surgical & medical instruments & apparatus • Florida
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 7th, 2010 • Mimedx Group, Inc. • Surgical & medical instruments & apparatus • Florida

This Registration Rights Agreement (the “Agreement”) made effective as of the _____ day of _____, 2009 is entered into by and among MiMedx Group, Inc., a Florida corporation (the “Company”), and certain persons and entities holding securities of the Company who sign the signature page to this Agreement (individually, an “Investor” and, collectively, the “Investors”).

CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENEDED....
Product Distribution Agreement • August 7th, 2015 • Mimedx Group, Inc. • Surgical & medical instruments & apparatus

This Third Amendment to Product Distribution Agreement (“Third Amendment”) amends that certain Product Distribution Agreement that was effective April 19, 2012, and amended March 25, 2013 and July 15, 2013 (the “Distribution Agreement”) between MiMedx Group, Inc. (the “Company”) and AvKARE, Inc. (“AvKARE”).

EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT
Employee Proprietary Information and Inventions 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:

ASSIGNMENT AND ASSUMPTION OF EMPLOYMENT AGREEMENT
Assignment and Assumption of Employment Agreement • June 27th, 2008 • Mimedx Group, Inc. • Surgical & medical instruments & apparatus

THIS ASSIGNMENT AND ASSUMPTION OF EMPLOYMENT AGREEMENT (this “Assignment”), effective the 23rd day of June 2008, is made by and between MiMedx, Inc, a Florida corporation (“Assignor”), and MiMedx Group, Inc., a Florida corporation (“Assignee”).

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