a Delaware corporation) 6,500,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 30th, 2023 • Paragon 28, Inc. • Surgical & medical instruments & apparatus • New York
Reference is made to the Underwriting Agreement, dated as of January 25, 2023 (the “Underwriting Agreement”), by and among Paragon 28, Inc., a Delaware corporation (the “Company”), and BofA Securities, Inc. and Piper Sandler & Co., as representatives of the several underwriters named therein (collectively, the “Underwriters”), and the prospectus and preliminary prospectus supplement and the documents incorporated by reference therein, dated as of January 25, 2023 (the “Prospectus”), with respect to the offering of an aggregate of 6,500,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company. Capitalized terms used but not defined in this certificate have the meaning ascribed to them in the Underwriting Agreement.
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification & Liability • October 12th, 2021 • Paragon 28, Inc. • Surgical & medical instruments & apparatus • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of , 20 by and between Paragon 28, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
PARAGON 28, INC. EMPLOYMENT AGREEMENTEmployment Agreement • October 8th, 2021 • Paragon 28, Inc. • Surgical & medical instruments & apparatus • Colorado
This Employment Agreement (the “Agreement”), entered into as of October 8, 2021 (the “Effective Date”), is between Paragon 28, Inc., a Delaware corporation (the “Company”) and Matthew Jarboe (“Executive” and, together with the Company, the “Parties”). This Agreement supersedes in its entirety that certain employment offer letter agreement between Executive and the Company dated as of January 1, 2020 (“Offer Letter”).
CREDIT AND SECURITY AGREEMENT (TERM LOAN) dated as of May 6, 2021 by and among PARAGON 28, INC., and any additional borrower that hereafter becomes party hereto, each as Borrower, and collectively as Borrowers, and MIDCAP FINANCIAL TRUST, as Agent,...Credit and Security Agreement (Term Loan) • September 9th, 2021 • Paragon 28, Inc. • Surgical & medical instruments & apparatus • New York
This CREDIT AND SECURITY AGREEMENT (TERM LOAN) (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of May 6, 2021 by and among PARAGON 28, INC., a Colorado corporation, and each additional borrower that may hereafter be added to this Agreement (each 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 FINANCIAL 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.
PARAGON 28, INC. EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2024 • Paragon 28, Inc. • Surgical & medical instruments & apparatus • Colorado
This Employment Agreement (the “Agreement”), entered into as of the date of the last signature, between Paragon 28, Inc., a Delaware corporation (the “Company”) and Chadi Chahine (“Executive” and, together with the Company, the “Parties”).
CREDIT AGREEMENT by and among PARAGON 28, INC., as Administrative Borrower, PARAGON ADVANCED TECHNOLOGIES, INC., as a Borrower Certain Subsidiaries of Administrative Borrower, as Guarantors from Time to Time Party Hereto, The Lenders from Time to Time...Credit Agreement • November 7th, 2023 • Paragon 28, Inc. • Surgical & medical instruments & apparatus • New York
THIS CREDIT AGREEMENT, dated as of November 2, 2023, is among PARAGON 28, INC., a Delaware corporation (“Paragon”, a “Borrower” and “Administrative Borrower”), PARAGON ADVANCED TECHNOLOGIES, INC., a Delaware corporation (“PAT”, a “Borrower” and, together with Paragon, the “Borrowers”), the Subsidiaries signatory hereto as guarantors or hereafter designated as Guarantors pursuant to Section 8.11, the lenders from time to time party hereto (each, a “Lender” and, collectively, the “Lenders”), ARES CAPITAL CORPORATION, a Maryland corporation (“Ares”), 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 Lenders (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”), and ACF FINCO I LP, a Delaware limited partnership (“ACF”), as Revolving Agent for the Revolving Lenders (in such capacity, together with its successors and
CREDIT AND SECURITY AGREEMENT (REVOLVING LOAN) dated as of May 6, 2021 by and among PARAGON 28, INC., and any additional borrower that hereafter becomes party hereto, each as Borrower, and collectively as Borrowers, and MIDCAP FINANCIAL TRUST, as...Credit and Security Agreement (Revolving Loan) • September 9th, 2021 • Paragon 28, Inc. • Surgical & medical instruments & apparatus • New York
This 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 May 6, 2021 by and among PARAGON 28, INC., a Colorado corporation, and each additional borrower that may hereafter be added to this Agreement (each 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 FINANCIAL 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.
SECOND AMENDMENT TO BUSINESS LOAN AGREEMENTBusiness Loan Agreement • November 7th, 2023 • Paragon 28, Inc. • Surgical & medical instruments & apparatus
THIS SECOND AMENDMENT to Business Loan Agreement (this “Agreement”) is entered into to be effective as of the 2nd day of November, 2023 (the “Effective Date”), by and between PARAGON 28, INC., a Delaware corporation, as Borrower (“Borrower”), and ZIONS BANCORPORATION, N.A. DBA VECTRA BANK COLORADO, as Lender (“Lender”).
PARAGON 28, INC. PRESIDENT AND CHIEF EXECUTIVE OFFICE EMPLOYMENT AGREEMENTEmployment Agreement • September 9th, 2021 • Paragon 28, Inc. • Surgical & medical instruments & apparatus • Colorado
This Employment Agreement (“Agreement”) is made between Paragon 28, Inc., 14445 Grasslands Dr., Englewood, Colorado 80112 (“P28”) and Albert DaCosta, *** (“Employee”), effective January 1, 2020.
INDUSTRIAL LEASE AGREEMENT (Triple Net) LANDLORD ABMAR GRASSLANDS, LLC, A Colorado Limited Liability Company TENANT Paragon 28, Inc., A Colorado Corporation BUILDING 14445 Grasslands Drive Englewood, CO 80112Industrial Lease Agreement • September 9th, 2021 • Paragon 28, Inc. • Surgical & medical instruments & apparatus • Colorado
This Industrial Lease Agreement (“Lease”) is made between Landlord and Tenant identified below and constitutes a lease of the Premises identified below on the terms and conditions set forth herein.
PARAGON 28, INC. CHIEF COMMERCIAL OFFICER EMPLOYMENT AGREEMENTChief Commercial Officer Employment Agreement • September 9th, 2021 • Paragon 28, Inc. • Surgical & medical instruments & apparatus • Colorado
This Employment Agreement (“Agreement”) is made between Paragon 28, Inc., 14445 Grasslands Dr., Englewood, CO 80112 (“P28”) and Matthew Jarboe, *** (“Employee”) effective January 1, 2020.
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • May 9th, 2022 • Paragon 28, Inc. • Surgical & medical instruments & apparatus • Colorado
THIS BUSINESS LOAN AGREEMENT (hereinafter referred to as this “Agreement”) is executed to be effective as of March 24, 2022, by and between ZIONS BANCORPORATION, N.A. dba VECTRA BANK COLORADO, its successors and assigns (“Lender”), and PARAGON 28, INC., a Delaware corporation (the “Borrower”).
PARAGON 28, INC. EMPLOYMENT AGREEMENTEmployment Agreement • May 19th, 2023 • Paragon 28, Inc. • Surgical & medical instruments & apparatus • Colorado
This Employment Agreement (the “Agreement”), entered into as of April 18, 2022 (the “Effective Date”), is between Paragon 28, Inc., a Delaware corporation (the “Company”) and Jason Edie (“Executive” and, together with the Company, the “Parties”).
PARAGON 28, INC. INTERIM CFO CONSULTING AGREEMENTInterim Cfo Consulting Agreement • April 4th, 2024 • Paragon 28, Inc. • Surgical & medical instruments & apparatus • Colorado
This Interim CFO Consulting Agreement (“Agreement”) is entered into as of April 3, 2024, (the “Effective Date”) by and between Paragon 28, Inc., a Delaware corporation (the “Company”) and Krissy Wright (“Consultant”). In consideration of the mutual promises contained in this Agreement, the parties agree as follows:
AMENDMENT NO. 3 TO CREDIT AND SECURITY AGREEMENT (REVOLVING LOAN) This AMENDMENT NO. 3 TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement (Revolving Loan) • May 9th, 2022 • Paragon 28, Inc. • Surgical & medical instruments & apparatus • New York
(REVOLVING LOAN) (this “Agreement”) is made as of the 24th day of March, 2022, by and among PARAGON 28, INC., a Delaware corporation (“Paragon 28”), PARAGON ADVANCED TECHNOLOGIES, INC., a Delaware corporation (“Paragon Advanced Technologies”, and Paragon Advanced Technologies, together with Paragon 28, each a “Borrower” and collectively, the “Borrowers”), MIDCAP FUNDING IV TRUST, a Delaware statutory trust, as Agent (in such capacity, together with its successors and assigns, “Agent”) and the Lenders (as defined in the Credit Agreement referenced below) party hereto.
Settlement AgreementSettlement Agreement • March 2nd, 2023 • Paragon 28, Inc. • Surgical & medical instruments & apparatus • Michigan
This Settlement Agreement (the “Agreement”), effective as of November 28, 2022 (the “Effective Date”), is made by and between Wright Medical Technology, Inc., with an address at 1023 Cherry Road, Memphis, Tennessee 38117 (“Wright”) and Stryker Corp., with an address at 2825 Airview Blvd., Kalamazoo, Michigan 49002 (collectively referred to as “Stryker”) on the one hand and Paragon 28, Inc., with an address at 14445 Grasslands Drive, Englewood, Colorado 80112 (“Paragon”) on the other hand. Stryker and Paragon are collectively referred to as the “Parties.”
PARAGON 28, INC. CHIEF FINANCIAL OFFICER EMPLOYMENT AGREEMENTChief Financial Officer Employment Agreement • September 9th, 2021 • Paragon 28, Inc. • Surgical & medical instruments & apparatus • Colorado
This Employment Agreement (“Agreement”) is made between Paragon 28, Inc., 14445 Grasslands, Englewood, Colorado 80112 (“P28”) and Stephen M. Deitsch (“Employee”), effective September 28, 2020.
Award Agreement For Nonqualified Stock Options Granted Under the Paragon 28, Inc. Omnibus Stock Option and Award PlanAward Agreement • September 9th, 2021 • Paragon 28, Inc. • Surgical & medical instruments & apparatus
Paragon 28, Inc. (the “Corporation”) hereby grants you a Nonqualified Stock Option (the “Option”) to purchase shares of the Common Stock of the Corporation on the terms set forth in this Award Agreement and in the Paragon 28, Inc. Omnibus Stock Option and Award Plan (the “Plan”). The Option is not an Incentive Stock Option and therefore does not qualify for tax treatment under Section 422 of the Internal Revenue Code.
PARAGON 28, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 24th, 2021 • Paragon 28, Inc. • Surgical & medical instruments & apparatus • New York
This Amended and Restated Investor Rights Agreement (this “Agreement”) is dated as of July 28, 2020, and is between Paragon 28, Inc., a Colorado corporation (the “Company”), the individuals and entities listed on Exhibit A (each, an “Investor” and collectively, the “Investors”), and the individuals listed on Exhibit B (each, a “Founder,” and collectively, the “Founders”).
AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT (TERM LOAN)Credit and Security Agreement (Term Loan) • May 9th, 2022 • Paragon 28, Inc. • Surgical & medical instruments & apparatus • New York
This AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT (TERM LOAN) (this “Agreement”) is made as of the 24th day of March, 2022, by and among PARAGON 28, INC., a Delaware corporation (“Paragon 28”), PARAGON ADVANCED TECHNOLOGIES, INC., a Delaware corporation (“Paragon Advanced Technologies”, and Paragon Advanced Technologies, together with Paragon 28, each a “Borrower” and collectively, the “Borrowers”), MIDCAP FINANCIAL TRUST, a Delaware statutory trust, as Agent (in such capacity, together with its successors and assigns, “Agent”) and the Lenders (as defined in the Credit Agreement referenced below) party hereto.
