SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 11th, 2021 • Surgalign Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 9, 2021, between Surgalign Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT SURGALIGN HOLDINGS, INC.Pre-Funded Common Stock Purchase Warrant • February 15th, 2022 • Surgalign Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Surgalign Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT SURGALIGN HOLDINGS, INC.Common Stock Purchase Warrant • June 11th, 2021 • Surgalign Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 14, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Surgalign Holdings, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT SURGALIGN HOLDINGS, INC.Placement Agent Common Stock Purchase Warrant • June 11th, 2021 • Surgalign Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 14, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Surgalign Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of June 7, 2021, as amended by that certain Engagement Agreem
COMMON STOCK PURCHASE WARRANT SURGALIGN HOLDINGS, INC.Common Stock Purchase Warrant • February 15th, 2022 • Surgalign Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 15, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Surgalign Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
UNDERWRITER COMMON STOCK PURCHASE WARRANT SURGALIGN HOLDINGS, INC.Underwriter Common Stock Purchase Warrant • February 15th, 2022 • Surgalign Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS UNDERWRITER COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 10, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Surgalign Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to the Underwriting Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2023 • Surgalign Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”), made this 2nd day of April, 2021 (the “Effective Date”), is entered into among Marc Mackey (“Executive”), and Surgalign Holdings, Inc., a Delaware corporation (the “Company”).
38,565,220 SHARES OF COMMON STOCK PRE-FUNDED WARRANTS TO PURCHASE 4,913,044 SHARES OF COMMON STOCK AND WARRANTS TO PURCHASE 32,608,698 SHARES OF COMMON STOCK SURGALIGN HOLDINGS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 15th, 2022 • Surgalign Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
Surgalign Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to H.C. Wainwright & Co., LLC (the “Underwriter”) an aggregate of (i) 38,565,220 authorized but unissued shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), (ii) pre-funded warrants to purchase up to 4,913,044 shares of Common Stock, at an exercise price of $0.0001 per share, in the form attached hereto as Schedule V (the “Pre-Funded Warrants”) and (iii) common warrants to purchase up to 32,608,698 shares of Common Stock, at an exercise price of $0.60 per share, in the form attached hereto as Schedule VI (the “Firm Common Warrants” and, collectively with the Firm Shares and the Pre-Funded Warrants, the “Firm Securities”). The Company also proposes to sell to the Underwriter, at the option of the Underwriter, up to an additional 6,521,736, shares of Common Stock (the “Option Shares”) and/or
•] Shares1 Surgalign Holdings, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 25th, 2021 • Surgalign Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
INVOLUNTARY TERMINATION AGREEMENTInvoluntary Termination Agreement • December 30th, 2020 • Surgalign Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS INVOLUNTARY TERMINATION AGREEMENT (this “Agreement”) is entered into effective as of January 13, 2020 (the “Effective Date”), by and between RTI Surgical Holdings, Inc., a Delaware corporation (the “Company”), and Joshua H. DeRienzis (the “Executive”).
SUPPORT AGREEMENTSupport Agreement • December 6th, 2018 • Bears Holding Sub, Inc. • Delaware
This SUPPORT AGREEMENT (this “Agreement”), is dated as of November 1, 2018, by and between Camille I. Farhat (“Stockholder”), and PS Spine HoldCo, LLC, a Delaware limited liability company (the “Member”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Master Transaction Agreement (as defined below).
SUPPORT AGREEMENTSupport Agreement • December 6th, 2018 • Bears Holding Sub, Inc. • Delaware
This SUPPORT AGREEMENT (this “Agreement”), is dated as of November 1, 2018, by and among HealthCor Paradigm Blocker Company Two, Inc., a Delaware corporation (“HealthCor Paradigm”), and HealthCor AIV, L.P., a Delaware limited partnership (together with HealthCor Paradigm, the “Unitholders”), RTI Surgical, Inc., a Delaware corporation (the “Parent”), and Bears Holding Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“Holdco”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Master Transaction Agreement (as defined below).
SUPPORT AGREEMENTSupport Agreement • January 15th, 2020 • RTI Surgical Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of January 13, 2020, by and between Ardi Bidco Ltd., a Delaware corporation (“Buyer”), and the shareholder of RTI Surgical Holdings, Inc., a Delaware corporation (“Parent”), identified on Schedule A hereto (the “Shareholder”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
SURGALIGN HOLDINGS, INC. and as Trustee Guaranteed to the extent set forth in the Guarantees by the Guarantors named in this Indenture. INDENTURE dated as ofIndenture • September 29th, 2021 • Surgalign Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This INDENTURE is dated as of, by and among SURGALIGN HOLDINGS, INC., a Delaware corporation (the “Company”), the guarantors listed on Schedule 1 to this Indenture (the “Guarantors”) and [ ], as Trustee (the “Trustee”).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • March 6th, 2023 • Surgalign Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of February 28, 2023, by and among XTANT MEDICAL HOLDINGS, INC., a Delaware corporation (“Buyer”), SURGALIGN SPV, INC. (the “Company”), a Delaware corporation and wholly owned subsidiary of SURGALIGN SPINE TECHNOLOGIES, INC., a Delaware corporation (“Seller”), Seller and SURGALIGN HOLDINGS, INC., a Delaware corporation (“Parent”). Capitalized terms used and not otherwise defined in this Agreement have the meanings set forth in Exhibit A.
RTI SURGICAL HOLDINGS, INC. and as Trustee Guaranteed to the extent set forth in the Guarantees by the Guarantors named in this Indenture. INDENTURE dated as ofIndenture • May 23rd, 2019 • RTI Surgical Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This INDENTURE is dated as of , by and among RTI SURGICAL HOLDINGS, INC., a Delaware corporation (the “Company”), the guarantors listed on Schedule 1 to this Indenture (the “Guarantors”) and [ ], as Trustee (the “Trustee”).
MASTER TRANSACTION AGREEMENT by and among RTI SURGICAL, INC., BEARS HOLDING SUB, INC., BEARS MERGER SUB, INC., and PS SPINE HOLDCO, LLC November 1, 2018Master Transaction Agreement • March 11th, 2019 • RTI Surgical Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS MASTER TRANSACTION AGREEMENT (this “Agreement”), dated as of November 1, 2018, is made by and among RTI Surgical, Inc. a Delaware corporation (“Parent”), PS Spine Holdco, LLC, a Delaware limited liability company (the “Member”), Bears Holding Sub, Inc., a Delaware corporation and directly wholly owned Subsidiary of Parent (“Holdco”) and Bears Merger Sub, Inc., a Delaware corporation and direct wholly owned Subsidiary of Holdco (“Merger Sub”). Parent, Holdco, Merger Sub and the Member will each be referred to herein from time to time as a “Party” and, collectively, as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XII below.
RTI Surgical HOLDINGS, Inc. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 2020 • Surgalign Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of June 15, 2020, between RTI Surgical Holdings, Inc., a Delaware corporation (the “Company”), and Terry M. Rich (the “Employee”).
SURGALIGN HOLDINGS, INC.Director Agreement • June 15th, 2023 • Surgalign Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This letter agreement sets forth the terms under which you have agreed to serve as a director for Surgalign Holdings, Inc. (the “Company”).
INVESTOR RIGHTS AGREEMENT dated as of July 16, 2013 by and between RTI SURGICAL, INC. and WSHP BIOLOGICS HOLDINGS, LLCInvestor Rights Agreement • December 6th, 2018 • Bears Holding Sub, Inc. • Delaware
THIS INVESTOR RIGHTS AGREEMENT, dated as of July 16, 2013 (this “Agreement”), by and between RTI Surgical, Inc. (formerly RTI Biologics, Inc.), a Delaware corporation (the “Company”), and WSHP Biologics Holdings, LLC (the “Investor”). Each of the Investor and the Company are from time to time referred to herein as a “Party” and collectively as the “Parties”.
SECOND AMENDMENT TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • April 29th, 2020 • RTI Surgical Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This SECOND LIEN CREDIT AGREEMENT, dated as of March 8, 2019 (as amended by the First Amendment to Second Lien Credit Agreement, dated as of March 3, 2020, as further amended by the Second Amendment to Second Lien Credit Agreement, dated as of April 27, 2020, as it may be further amended or modified from time to time, this “Agreement”), is entered into by and among RTI SURGICAL, INC., a Delaware corporation, the other Loan Parties party hereto, the Lenders party hereto, and ARES CAPITAL CORPORATION, as Administrative Agent.
STOCK PURCHASE AGREEMENT by and among SURGALIGN HOLDINGS, INC., INTENEURAL NETWORKS INC., DEARBORN CAPITAL MANAGEMENT LLC, NEVA, LLC, KRZYSZTOF SIEMIONOW, and PAWEL LEWICKI December 30, 2021Stock Purchase Agreement • January 5th, 2022 • Surgalign Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 30, 2021, is made by and among Surgalign Holdings, Inc., a Delaware corporation (“Buyer”), Dearborn Capital Management LLC, a Delaware limited liability company (“Dearborn”), Neva, LLC, a Delaware limited liability company (“Neva” and, together with Dearborn, each a “Seller” and, collectively, the “Sellers”), Krzysztof Siemionow, MD, PhD (“Siemionow”), Pawel Lewicki, PhD (“Lewicki” and, together with Siemionow and the Sellers, each a “Seller Group Member” and, collectively, the “Seller Group Members”) and Inteneural Networks Inc., a Delaware corporation (the “Company”). Buyer, the Company and the Seller Group Members will each be referred to herein from time to time as a “Party” and, collectively, as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I.
RTI SURGICAL HOLDINGS, INC. STAND ALONE NONQUALIFIED STOCK OPTION AGREEMENT FOR TERRY M. RICHStand Alone Nonqualified Stock Option Agreement • August 12th, 2020 • Surgalign Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
GLOBAL SETTLEMENT AGREEMENTGlobal Settlement Agreement • August 10th, 2022 • Surgalign Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Global Settlement Agreement (the “Agreement”), effective as of the last date of execution below (the “Settlement Effective Date”), is by and between Surgalign Spine Technologies, Inc. and Surgalign Holdings, Inc. (together “Surgalign”), on the one hand, and Pioneer Surgical Technology, Inc. d/b/a Resolve Surgical Technologies and RTI Surgical, Inc. (together “RTI”), on the other hand, individually referred to as a “Party” and collectively referred to as the “Parties.”
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 29th, 2020 • RTI Surgical Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Illinois
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of April 27, 2020, and is entered into by and among RTI Surgical, Inc., a Delaware corporation (“Borrower Representative”), and JPMorgan Chase Bank, N.A., as administrative agent (“Administrative Agent”), and as a Lender.
CONSULTANT & SEPARATION AGREEMENTConsultant & Separation Agreement • June 20th, 2023 • Surgalign Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This CONSULTANT & SEPARATION AGREEMENT (the “Agreement”), effective on June 16, 2023 (the “Effective Date”), is by and between Scott Durall, an individual, (“Consultant”) and Surgalign Spine Technologies, Inc., a Delaware corporation with an address at 520 Lake Cook Road, Suite 315, Deerfield, IL 60015 (“Surgalign” or “Company”) (each individually a “Party”, and collectively “the Parties”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. INFORMATION THAT HAS BEEN OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A...Transition Services Agreement • March 6th, 2023 • Surgalign Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
TRANSITION SERVICES AGREEMENT, (this “Agreement”) dated as of February 28, 2023 (the “Effective Date”), by and among Surgalign SPV, Inc. (the “Company”), a Delaware corporation and wholly owned subsidiary of Surgalign Spine Technologies, Inc., a Delaware corporation (“Seller”), Seller and Xtant Medical Holdings, Inc., a Delaware corporation (“Buyer”).
CONSULTANT AGREEMENTConsultant Agreement • June 8th, 2020 • RTI Surgical Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Florida
This CONSULTANT AGREEMENT (the “Agreement”), effective on the 9th day of April 2020 (the “Effective Date”), is by and between Wynand Louw an individual whose address is __________________________ (“Consultant”) and RTI Surgical Holdings, Inc., a Delaware corporation with a principal address 520 Lake Cook Road, Deerfield, IL 60015 (“RTI”) (each individually a “Party”, and collectively “the Parties”).
FIRST AMENDMENT TO EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • March 9th, 2020 • RTI Surgical Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This FIRST AMENDMENT TO EQUITY PURCHASE AGREEMENT (this “Amendment”) dated March 6, 2020 is by and between RTI Surgical Holdings, Inc., a Delaware Corporation (“Parent”) and Ardi Bidco Ltd., a Delaware Corporation (“Buyer”, and together with Parent, each a “Party” and, collectively, the “Parties”).
STAND ALONE RESTRICTED STOCK AGREEMENT FORRestricted Stock Agreement • August 12th, 2020 • Surgalign Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
SECOND AMENDMENT TO EQUITY COMMITMENT LETTEREquity Commitment Letter • April 29th, 2020 • RTI Surgical Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This SECOND AMENDMENT TO EQUITY COMMITMENT LETTER (this “Amendment”) dated April 27, 2020 is by and among the undersigned private equity investment funds (the “Investors”), RTI Surgical Holdings, Inc., a Delaware corporation (“Parent”) and Ardi BidCo Ltd., a Delaware corporation (“Buyer”, and together with the undersigned, each a “Party” and, collectively, the “Parties”).
SECOND AMENDMENT TO EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • April 29th, 2020 • RTI Surgical Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This SECOND AMENDMENT TO EQUITY PURCHASE AGREEMENT (this “Amendment”) dated April 27, 2020, is by and between RTI Surgical Holdings, Inc., a Delaware Corporation (“Parent”), and Ardi Bidco Ltd., a Delaware Corporation (“Buyer”, and together with Parent, each a “Party” and, collectively, the “Parties”).
CONSULTANT AGREEMENTConsultant Agreement • August 12th, 2020 • Surgalign Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This CONSULTANT AGREEMENT (this “Agreement”), dated July 20, 2020 (the “Effective Date”), is entered into by and between Stuart F. Simpson (the “Consultant”) and Surgalign Holdings, Inc., (f/k/a RTI Surgical Holdings, Inc.) a Delaware corporation (“Surgalign”) (each individually a “Party”, and collectively the “Parties”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • August 12th, 2020 • Surgalign Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Separation Agreement and General Release (this “Separation Agreement”), dated July 17, 2020, is made and entered into between Camille Farhat (“Executive”) and RTI Surgical, Inc. (“Employer”), a subsidiary of RTI Surgical Holdings, Inc. (“Holdings”).
SURGALIGN SPINE TECHNOLOGIES, INC. SENIOR EXECUTIVE RETENTION & INCENTIVE LETTER AGREEMENTSenior Executive Retention & Incentive Letter Agreement • June 20th, 2023 • Surgalign Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California
On behalf of Surgalign Spine Technologies, Inc. (the “Company”), I am pleased to offer you the opportunity to receive employee retention and incentive bonuses if you agree to the terms and conditions contained in this letter agreement (this “Agreement”), which shall be effective as of the date you execute and return a copy of this Agreement (such date, the “Effective Date”). If you do not execute and return a copy of this Agreement on or before June 10, 2023, this Agreement shall be null and void.
