BioHorizons, Inc. Sample Contracts

RESTRICTED STOCK AGREEMENT HEALTHPOINTCAPITAL DENTAL HOLDINGS, INC.
Restricted Stock Agreement • September 8th, 2010 • BioHorizons, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

AGREEMENT made as of the 17th day of April, 2007 (the “Grant Date”), between HealthpointCapital Dental Holdings, Inc. (the “Company”), a Delaware corporation, and R. Steven Boggan, (the “Participant”).

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RESTRICTED STOCK AGREEMENT BIOHORIZONS, INC.
Restricted Stock Agreement • January 18th, 2011 • BioHorizons, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

AGREEMENT made as of the [ ] day of [ ], 20[ ] (the “Grant Date”), between BioHorizons, Inc. (the “Company”), a Delaware corporation, and [ ] (the “Participant”).

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CREDIT AND SECURITY AGREEMENT dated as of March 31, 2010 among BIOHORIZONS, INC., BIOLOK ACQUISITION CORP., BIOHORIZONS IMPLANT SYSTEMS, INC., BIOLOK INTERNATIONAL INC. and ORTHOGEN CORPORATION, each as Borrower and collectively as Borrowers, and...
Credit and Security Agreement • August 11th, 2010 • BioHorizons, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Maryland

THIS CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of March 31, 2010 by and between BIOHORIZONS, INC., a Delaware corporation (“Parent”), BIOLOK ACQUISITION CORP., a Delaware corporation, BIOHORIZONS IMPLANT SYSTEMS, INC., a Delaware corporation (“BioHorizons”), BIOLOK INTERNATIONAL INC., a Delaware corporation (“Biolok”), ORTHOGEN CORPORATION, a New Jersey corporation (“Orthogen”), and any additional borrower that may hereafter be added to this Agreement (each individually as a “Borrower” and collectively as “Borrowers”), MIDCAP FUNDING I, LLC, a Delaware limited liability company, individually as a Lender, and as Administrative Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 18th, 2011 • BioHorizons, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

This Indemnification Agreement (“Agreement”) is made as of [ ] by and between BioHorizons, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).

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SEVERANCE AGREEMENT
Severance Agreement • January 18th, 2011 • BioHorizons, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

THIS SEVERANCE AGREEMENT (the “Agreement”) is made this 14th day of January 2011 by and among BioHorizons Implant Systems, Inc., its parent BioHorizons, Inc. (together, the “Company”), and Kendyl D. Lowe (the “Employee”).

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LICENSE AGREEMENT between THE UAB RESEARCH FOUNDATION and BIOHORIZONS DENTAL IMPLANTS, L.L.C.
License Agreement • September 8th, 2010 • BioHorizons, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Alabama

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

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LICENSE AGREEMENT
License Agreement • September 8th, 2010 • BioHorizons, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

Hospital for Joint Diseases Orthopaedic Institute (hereinafter “HJD”), a corporation organized and existing under the laws of the State of New York and having a place of business at 301 East 17th Street, New York, New York 10003

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RESTRICTED STOCK AGREEMENT BIOHORIZONS, INC.
Restricted Stock Agreement • September 8th, 2010 • BioHorizons, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

AGREEMENT made as of July 28, 2009 (the “Grant Date”), between BioHorizons, Inc. (the “Company”), a Delaware corporation, and Thomas Davis (the “Participant”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • September 8th, 2010 • BioHorizons, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New Jersey

THIS DISTRIBUTION AGREEMENT, effective this 1st day of January 2010, between Osteotech, Inc., a Delaware corporation having its registered office at 51 James Way, Eatontown, New Jersey 07724 USA (hereinafter “OTI”), and BioHorizons Implant Systems, Inc. a corporation duly organized under the laws of USA having its registered offices at 2300 Riverchase Center, Birmingham, Alabama 35244, its affiliates and subsidiaries (hereinafter “DISTRIBUTOR”).

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AGREEMENT
Agreement • September 8th, 2010 • BioHorizons, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New Jersey

This agreement (“Agreement”) is made as of the 1st day of January 2010, by and between Osteotech, Inc., a Delaware corporation with offices at 51 James Way, Eatontown, NJ 07724 (“OTI”) and BioHorizons Implant Systems, inc., a corporation with offices at 2300 Riverchase Center, Birmingham, Alabama 35244 (“BioHorizons”).

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AMENDED AND RESTATED SERVICE CONTRACT
Service Contract • January 18th, 2011 • BioHorizons, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

THIS AMENDED AND RESTATED SERVICE CONTRACT (the “Agreement ) is made effective as of January 1, 2011 (the “Effective Date”) between Quality Tech Services, Inc., a Minnesota corporation having a place of business at 10525 Hampshire Avenue South, Suite 600, Bloomington, MN 55438 (“QTS”) and BioHorizons, Inc. a Delaware corporation having a place of business at 2300 Riverchase Center, Birmingham, AL 35244, on behalf of itself and its affiliates, (“BioHorizons” and together with QTS, the “Parties”).

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Contract
BioHorizons, Inc. • June 23rd, 2010 • New York

THIS SUBORDINATED CONVERTIBLE NOTE IS SUBJECT, IN ALL RESPECTS TO THE SUBORDINATION AGREEMENT DATED MARCH 31, 2010 BY AND AMONG HEALTHPOINTCAPITAL PARTNERS II, L.P., EACH OF THE ENTITIES LISTED ON THE SIGNATURE PAGE ATTACHED THERETO, AND MIDCAP FUNDING I, LLC, AS AGENT FOR THE SENIOR LENDERS REFERRED TO THEREIN.

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FIRST AMENDMENT TO AGREEMENT
To Agreement • September 8th, 2010 • BioHorizons, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

This is the first amendment (“Amendment”) to the Distribution Agreement (“Agreement”) between Osteotech, Inc. a Delaware corporation having its registered office at 51 James Way, Eatontown, NJ 07724 (“Osteotech”) and BioHorizons Implant Systems Inc., a corporation duly organized under the laws of USA having its registered offices at 2300 Riverchase center, Birmingham, Alabama, 35244 (“BioHorizons”) effective on July 09, 2010.

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STOCKHOLDERS’ AGREEMENT BioHorizons, Inc. (formerly known as HEALTHPOINTCAPITAL Dental Holdings, Inc.)
Stockholders’ Agreement • June 23rd, 2010 • BioHorizons, Inc. • Delaware

THIS STOCKHOLDERS’ AGREEMENT, originally dated as of April 15, 2008 (this “Agreement”), is by and among BioHorizons, Inc. (formerly known as HealthpointCapital Dental Holdings, Inc.), a Delaware corporation (the “Company”), HealthpointCapital Partners, LP and HealthpointCapital Partners II, LP (collectively, the “Fund”), and the investors listed on Schedule I attached hereto (collectively, the “ILS Investors”). The Fund and the ILS Investors are collectively referred to herein as the “Investors”).

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SECOND AMENDED AND RESTATED CONSULTING AGREEMENT
Consulting Agreement • October 1st, 2010 • BioHorizons, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Alabama

This SECOND AMENDED AND RESTATED CONSULTING AGREEMENT (this “Agreement”) is entered into as of September 1, 2010 (the “Agreement Date”) effective as of January 1, 2010 (the “Effective Date”), by and between BIOHORIZONS, INC., a Delaware corporation (on behalf of itself and its affiliates, the “Company”), on the one hand, and CARL E. MISCH, D.D.S., an individual resident of the State of Michigan (“Dr. Misch”), CARL E. MISCH, D.D.S., PC (a/k/a Advanced Implant Dentistry), a Michigan professional corporation (the “PC”), and MISCH IMPLANT INSTITUTE, INC., a Michigan corporation (the “Institute”), on the other hand (Dr. Misch, the PC and the Institute are sometimes herein collectively called the “Misch Parties” and the Misch Parties and the Company are sometimes herein collectively called the “Parties”).

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· ] Shares(1) BioHorizons, Inc. Common Stock PURCHASE AGREEMENT
Purchase Agreement • October 1st, 2010 • BioHorizons, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

BioHorizons, Inc. a Delaware corporation (the “Company”), and the stockholders of the Company listed in Schedule I hereto (the “Selling Stockholders”) severally propose to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of [ · ] shares (the “Firm Shares”) of Common Stock, $0.0001 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of [ · ] authorized but unissued shares of Common Stock to be issued and sold by the Company and [ · ] outstanding shares of Common Stock to be sold by the Selling Stockholders. The Selling Stockholders have also granted to the several Underwriters an option to purchase up to an aggregate of [ · ] additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”

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AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT BIOHORIZONS, INC.
Stockholders’ Agreement • June 23rd, 2010 • BioHorizons, Inc. • Delaware

In consideration of issuance to him/her/it of shares of capital stock of BioHorizons, Inc. (the “Company”), (the “Additional Holder”) and the Company hereby agree that, as of the date written below, the Additional Holder shall become a party as a Holder to the Amended and Restated Stockholders’ Agreement (the “Stockholders’ Agreement”) dated as of [ ], 2010 by and among the Company, HealthpointCapital Partners, L.P., HealthpointCapital Partners II, L.P. and the other investors signatory thereto. The Additional Holder agrees to be bound by the terms and provisions of the Stockholders’ Agreement as though he/she/it were an original party thereto and were included in the definition of “Holders” as used therein.

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Contract
BioHorizons, Inc. • November 9th, 2010 • Orthopedic, prosthetic & surgical appliances & supplies • New York

THIS SUBORDINATED CONVERTIBLE NOTE IS SUBJECT, IN ALL RESPECTS TO THE SUBORDINATION AGREEMENT DATED MARCH 31, 2010 BY AND AMONG HEALTHPOINTCAPITAL PARTNERS II, L.P., EACH OF THE ENTITIES LISTED ON THE SIGNATURE PAGE ATTACHED THERETO, AND MIDCAP FUNDING I, LLC, AS AGENT FOR THE SENIOR LENDERS REFERRED TO THEREIN.

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AMENDED AND RESTATED SEVERANCE AGREEMENT
Severance Agreement • October 1st, 2010 • BioHorizons, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

THIS AMENDED AND RESTATED SEVERANCE AGREEMENT (the “Agreement”) is made this 6th day of August 2010 by and among BioHorizons Implant Systems, Inc., (“Subsidiary”) a subsidiary of BioHorizons, Inc. (“Parent”) (together, the “Company”) and David P. Dutil (the “Executive”).

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MANUFACTURING SERVICES AGREEMENT
Manufacturing Services Agreement • November 9th, 2010 • BioHorizons, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Alabama

THIS MANUFACTURING SERVICES AGREEMENT (the “Agreement ) is made effective as of November 3, 2010 (the “Effective Date”) between PRECISION ONE MEDICAL, INC., a California corporation, on behalf of itself and its affiliates, (“Manufacturer”), and BIOHORIZONS, INC. a Delaware corporation having a place of business at 2300 Riverchase Center, Birmingham, AL 35244, on behalf of itself and its affiliates, (“BioHorizons” and together with Manufacturer, the “Parties”). Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 10.

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Letter Agreement • June 23rd, 2010 • BioHorizons, Inc. • Alabama
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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • October 1st, 2010 • BioHorizons, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Alabama

THIS EMPLOYMENT AGREEMENT (the “Agreement”), made this 24th day of September, 2010, is entered into by and among BioHorizons, Inc. (“Parent”), BioHorizons Implant Systems, Inc., a subsidiary of BioHorizons, Inc. (“Subsidiary”) (collectively, the “Company”), and R. Steven Boggan (the “Executive”).

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MANUFACTURING SERVICES AGREEMENT
Manufacturing Services Agreement • January 18th, 2011 • BioHorizons, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New Hampshire

THIS MANUFACTURING SERVICES AGREEMENT (the “Agreement ) is made effective as of February 15, 2010 (the “Effective Date”) between Resonetics LLC, a Delaware corporation having a place of business at 4 Bud Way #21, Nashua, New Hampshire (“RESONETICS”), and BioHorizons, Inc. a Delaware corporation having a place of business at 2300 Riverchase Center, Birmingham, AL 35244 (“BIOHORIZONS”)

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CREDIT AND SECURITY AGREEMENT dated as of March 31, 2010 among BIOHORIZONS, INC., BIOLOK ACQUISITION CORP., BIOHORIZONS IMPLANT SYSTEMS, INC., BIOLOK INTERNATIONAL INC. and ORTHOGEN CORPORATION, each as Borrower and collectively as Borrowers, and...
Credit and Security Agreement • September 8th, 2010 • BioHorizons, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Maryland

THIS CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of March 31, 2010 by and between BIOHORIZONS, INC., a Delaware corporation (“Parent”), BIOLOK ACQUISITION CORP., a Delaware corporation, BIOHORIZONS IMPLANT SYSTEMS, INC., a Delaware corporation (“BioHorizons”), BIOLOK INTERNATIONAL INC., a Delaware corporation (“Biolok”), ORTHOGEN CORPORATION, a New Jersey corporation (“Orthogen”), and any additional borrower that may hereafter be added to this Agreement (each individually as a “Borrower” and collectively as “Borrowers”), MIDCAP FUNDING I, LLC, a Delaware limited liability company, individually as a Lender, and as Administrative Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.

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BIOHORIZONS IMPLANT SYSTEMS, INC. AT LEASE AGREEMENT April 12, 2007 [Graphic]
Lease Agreement • June 23rd, 2010 • BioHorizons, Inc. • Alabama

This Lease Agreement (“Lease”) is made this 12th day of April, 2007, by and between COLONIAL REALTY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Landlord”); and BIOHORIZONS IMPLANT SYSTEMS, INC., (the “Tenant”).

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EMPLOYMENT AGREEMENT
Employment Agreement • January 18th, 2011 • BioHorizons, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

THIS EMPLOYMENT AGREEMENT (the “Agreement”), made this 13th day of January, 2011 is entered into by and among BioHorizons, Inc. (“Parent”), BioHorizons Implant Systems, Inc., a subsidiary of BioHorizons, Inc. (“Subsidiary”) (collectively, the “Company”), and David A. Wall (the “Executive”).

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AMENDMENT TO SEVERANCE AGREEMENT
Severance Agreement • January 18th, 2011 • BioHorizons, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

THIS AMENDMENT TO SEVERANCE AGREEMENT (the “Severance Agreement Amendment”) is made this 14th day of January 2011 by and among BioHorizons Implant Systems, Inc., its parent BioHorizons, Inc. (together, the “Company”), and J. Todd Strong (the “Employee”).

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