Thorne HealthTech, Inc. (a Delaware corporation) [ 🌑 ] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 28th, 2021 • Thorne Healthtech, Inc. • Pharmaceutical preparations • New York
THORNE HEALTHTECH, INC. CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • July 28th, 2021 • Thorne Healthtech, Inc. • Pharmaceutical preparations • New York
This Change in Control Severance Agreement (the “Agreement”) is made between Thorne HealthTech, Inc. (the “Company”) and Thomas P. McKenna (the “Executive”), effective as of , 2021 (the “Effective Date”).
THORNE HEALTHTECH, INC. Confirmatory Employment LetterConfirmatory Employment Letter • July 28th, 2021 • Thorne Healthtech, Inc. • Pharmaceutical preparations • New York
This letter agreement (the “Agreement”) is entered into between Thorne HealthTech, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the date signed below (the “Effective Date”). The purpose of this Agreement is to confirm the current terms and conditions of your employment.
loan AGREEMENTLoan Agreement • April 12th, 2022 • Thorne Healthtech, Inc. • Pharmaceutical preparations • South Carolina
This Agreement dated as of March 31, 2022, is between Bank of America, N.A. (the "Bank") and Thorne HealthTech, Inc., a Delaware corporation (the "Borrower").
MULTI-TENANT INDUSTRIAL TRIPLE NET LEASEMulti-Tenant Industrial Triple Net Lease • July 16th, 2021 • Thorne Healthtech, Inc. • Pharmaceutical preparations
This Multi-Tenant Industrial Triple Net Lease (this “Lease”) is made and entered into as of October 25th, 2019 (the “Effective Date”), by and between ICON OWNER POOL 1 SF NON-BUSINESS PARKS, LLC, a Delaware limited liability company (“Landlord”), and THORNE RESEARCH, INC., a South Carolina corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of this Lease: Exhibit A (Outline and Location of Premises), Exhibit B (Work Letter), Exhibit C (Prohibited Use), Exhibit D (Rules and Regulations), Exhibit E (Intentionally Omitted), Exhibit F (Requirements for Improvements or Alterations by Tenant), Exhibit G (Hazardous Materials Survey Form), Exhibit H (Additional Provisions), and Exhibit I (Judicial Reference).
FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 21st, 2021 • Thorne Healthtech, Inc. • Pharmaceutical preparations • Delaware
This FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 5, 2018 and effective as of the Effective Time, is among (i) Thorne Holding Corp., a Delaware corporation (the “Company”), (ii) the Stockholders listed on Schedule 1 hereto (the “Initial Stockholders”), (iii) the individuals listed on Schedule 2 hereto (the “Purchasers”) and (iv) each person who shall, subsequent to the date hereof, join in and become a party to this Agreement pursuant to, and in accordance with, Section 2(1) hereof (“Additional Stockholders” and together with the Initial Stockholders and the Purchasers, the “Stockholders”).
CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2022 AMONG THORNE HEALTHTECH, INC., as Borrower, THE OTHER LOAN PARTIES SIGNATORY HERETO, as Loan Parties, and FIFTH THIRD BANK, NATIONAL ASSOCIATION, as LenderCredit Agreement • December 22nd, 2022 • Thorne Healthtech, Inc. • Pharmaceutical preparations • New York
CREDIT AGREEMENT dated as of December 21, 2022, among THORNE HEALTHTECH, INC., a Delaware corporation (“Borrower”), the other Loan Parties signatory hereto, as Loan Parties, and FIFTH THIRD BANK, NATIONAL ASSOCIATION (“Lender”).
NOMINATING, OBSERVER AND SECONDMENT AGREEMENTNominating, Observer and Secondment Agreement • March 16th, 2022 • Thorne Healthtech, Inc. • Pharmaceutical preparations • Delaware
THIS NOMINATING, OBSERVER AND SECONDMENT AGREEMENT (this “Agreement”), dated as of September 27, 2021, is by and between Thorne HealthTech, Inc., a Delaware corporation (the “Company”), Kirin Holding Company, Limited (“Kirin”) and Mitsui & Co., Ltd. (“Mitsui”, and together with Kirin, the “Stockholders” and each a “Stockholder”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 31st, 2023 • Thorne Healthtech, Inc. • Pharmaceutical preparations • New York
THIS STOCK PURCHASE AGREEMENT, dated as of January 31, 2023 (“this Agreement”), is by and between PreCon Acquisition LLC, a Delaware limited liability company (“Seller”), Thorne HealthTech, Inc., a South Carolina corporation (“Purchaser”), and for purposes of Sections 1.6 and 5.5 and Article VI, Eigenlyfe LLC, a Delaware limited liability company (“Eigenlyfe”). Each of Seller and Purchaser are referred to as a “Party” and are collectively referred to as the “Parties.”
THORNE HOLDING CORP. AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANTWarrant Agreement • September 21st, 2021 • Thorne Healthtech, Inc. • Pharmaceutical preparations • New York
THIS IS TO CERTIFY THAT, Mitsui & Co., Ltd. (the “Initial Warrant Holder”) and its successors and permitted assigns are entitled to purchase from Thorne Holding Corp., a Delaware corporation (the “Company”), at any time or from time to time after 9:00 A.M., New York City time, on October 11, 2018 (such day, the “Initial Exercise Date”), and prior to 5:00 P.M., New York City time, on the ten (10) year anniversary of the Initial Exercise Date (the “Expiration Date”), any or all of one hundred twenty-seven (127) shares (the “Initial Warrant Shares”) of Common Stock (as defined below) of the Company at a purchase price per share equal to $2,280.03 per share (the “Initial Exercise Price”). The number and character of the Initial Warrant Shares and the Initial Exercise Price are subject to adjustment as provided herein.
UNCOMMITTED AND REVOLVING CREDIT LINE AGREEMENTUncommitted and Revolving Credit Line Agreement • July 16th, 2021 • Thorne Healthtech, Inc. • Pharmaceutical preparations • New York
UNCOMMITTED AND REVOLVING CREDIT LINE AGREEMENT dated as of February 14, 2020 between SUMITOMO MITSUI BANKING CORPORATION, a Japanese banking corporation, having its offices at 277 Park Avenue, New York, New York 10172 (the “BANK”), and THORNE HOLDING CORP., a corporation organized under the laws of Delaware, having its offices at 620 Omni Industrial Boulevard, Summerville, South Carolina 29486 (the “BORROWER”). The parties hereto hereby agree as follows:
THORNE HOLDING CORP. AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANTWarrant Agreement • September 21st, 2021 • Thorne Healthtech, Inc. • Pharmaceutical preparations • Delaware
WHEREAS, Diversified Natural Products, Inc., a Delaware corporation (the “Initial Warrant Holder”), is the holder of that certain Common Stock Purchase Warrant No. 3 (the “Original Warrant”), dated as of June 23, 2010, and issued by Thorne Holding Corp., a Delaware corporation (the “Company”) for the purchase of up to six thousand four hundred eighty (6,480) shares of the Company’s Common Stock (as defined hereafter).
THORNE HEALTHTECH, INC. EMPLOYMENT AGREEMENTEmployment Agreement • June 1st, 2023 • Thorne Healthtech, Inc. • Pharmaceutical preparations • New York
This Employment Agreement (this “Agreement”) is made between Thorne HealthTech, Inc. (the “Company”), and Paul F. Jacobson (the “Executive”), effective as of May 25, 2023 (the “Effective Date”).
FOURTH AMENDED AND RESTATED STOCKHOLDER AGREEMENTStockholder Agreement • July 16th, 2021 • Thorne Healthtech, Inc. • Pharmaceutical preparations • Delaware
This FOURTH AMENDED AND RESTATED STOCKHOLDER AGREEMENT (this “Agreement”), dated as of July 5, 2018 and effective as of the Effective Time, is entered into by and among (i) Thorne Holding Corp., a Delaware corporation (the “Company”), (ii) the Stockholders listed on Schedule 1 hereto (the “Initial Stockholders”), (iii) the entities listed on Schedule 2 hereto (the “Purchasers”) and (iv) each Person who shall, subsequent to the date hereof, join in and become a party to this Agreement by executing an Instrument of Accession (“Instrument of Accession”) in the form of Exhibit A hereto (collectively, the “Subsequent Stockholders”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in Section 1 hereof.
AUTHORIZED RESELLER AGREEMENTAuthorized Reseller Agreement • May 12th, 2022 • Thorne Healthtech, Inc. • Pharmaceutical preparations • South Carolina
THIS AUTHORIZED RESELLER AGREEMENT (this “Agreement”) is entered into as of April 18, 2022 (the “Effective Date”), by and between Thorne Research, Inc., a South Carolina corporation (“Thorne”), and Pattern Inc., a Utah corporation (“Pattern”). Thorne and Pattern are referred to individually as a “Party” and collectively as the “Parties.”
CONTINUING AND UNCONDITIONAL GUARANTYContinuing and Unconditional Guaranty • April 12th, 2022 • Thorne Healthtech, Inc. • Pharmaceutical preparations • South Carolina
SECURITY AGREEMENT (Multiple Use)Security Agreement • April 12th, 2022 • Thorne Healthtech, Inc. • Pharmaceutical preparations • South Carolina
THE SECURITY. The undersigned Thorne HealthTech, Inc., a Delaware corporation, and Thorne Research, Inc., a South Carolina corporation (collectively, the “Pledgor") hereby assigns and grants to Bank of America, N.A., its successors and assigns (“BANA”), and to Bank of America Corporation and its subsidiaries and affiliates (BANA and all such secured parties, collectively, the "Bank") a security interest in the following described property now owned or hereafter acquired by the Pledgor (the "Collateral"):
Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. Vendor Agreement Between Thorne Research, Inc. And BioTE...Vendor Agreement • July 16th, 2021 • Thorne Healthtech, Inc. • Pharmaceutical preparations • Delaware
This Vendor Agreement (“this Agreement”) is made and entered into as of the 1st day of December 2020 (“the Effective Date”), by and between Thorne Research, Inc., a South Carolina corporation (“Thorne”), having its offices at 620 Omni Industrial Blvd., Summerville, South Carolina 29486, and BioTE Medical, LLC, a Texas limited liability company (“BioTE”), having its offices at 1875 West Walnut Hill Lane, Suite 100, Irving, Texas 75038, and who are sometimes referred to individually as a “Party” or together as the “Parties.”
THORNE HEALTHTECH, INC. AMENDMENT TO WARRANT TO PURCHASE COMMON STOCKWarrant Amendment • September 21st, 2021 • Thorne Healthtech, Inc. • Pharmaceutical preparations • Delaware
This Amendment to Warrant to purchase Common Stock (this “Amendment”) is entered into effective as of May 2, 2019, by and between Thorne HealthTech, Inc., previously Thorne Holding Corp. (the “Issuer”) and Elus Holdings Corporation (the “Holder”), and amends that certain Warrant (No. 9) to purchase Common Stock, issued by the Issuer to the Holder, dated as of May 10, 2011 (the “Warrant”). Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Warrant.
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • March 31st, 2023 • Thorne Healthtech, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made and entered into as of November 17, 2022 (the "Effective Date") by and between VICTORIA LOGISTICS ASSETS LP, a Delaware limited partnership (“Landlord”); and THORNE HEALTHTECH, INC., a Delaware corporation (“Tenant”). Landlord and Tenant may hereinafter be referred to as a “Party” or together as the “Parties”.
Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. LEASE AGREEMENT BETWEEN GPT SUMMERVILLE OWNER LLC a Delaware...Lease Agreement • July 16th, 2021 • Thorne Healthtech, Inc. • Pharmaceutical preparations • South Carolina
THIS LEASE AGREEMENT (this “Lease”), dated as of the 29th day of September, 2016 (the “Effective Date”), is made and entered into between GPT SUMMERVILLE OWNER LLC, a Delaware limited liability company (together with its successors and assigns, “Landlord”), having an address at c/o Gramercy Property Trust, 521 Fifth Avenue, 30th Floor, New York, New York 10175, and THORNE RESEARCH, INC., an Idaho corporation (together with its successors and assigns, herein called “Tenant”), having an address at 25820 Highway 2 West, Sandpoint, Idaho 83864.
REIMBURSEMENT AGREEMENT by and between SUMITOMO MITSUI BANKING CORPORATION and THORNE HOLDING CORP. Dated as of November 30, 2018Reimbursement Agreement • July 16th, 2021 • Thorne Healthtech, Inc. • Pharmaceutical preparations • New York
REIMBURSEMENT AGREEMENT, dated as of November 30, 2018 (the “Agreement”) by and between THORNE HOLDING CORP., a corporation organized under the laws of Delaware (the “Company”), and SUMITOMO MITSUI BANKING CORPORATION (the “Bank”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • August 31st, 2023 • Thorne Healthtech, Inc. • Pharmaceutical preparations
Thorne Research, Inc., a South Carolina corporation, and its parent corporation, Thorne HealthTech, Inc., a Delaware corporation ("hereinafter referred to together as Thorne"), and William C. McCamy an employee of Thorne ("Employee"), hereby enter into this Change in Control Agreement ('"this Agreement''), as of May 1, 2023, (the "Effective Date").
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • August 31st, 2023 • Thorne Healthtech, Inc. • Pharmaceutical preparations
HealthTech, Inc., a Delaware corporation (“hereinafter referred to together as Thorne”), and the undersigned individual, an employee of Thorne (“Employee”), hereby enter into this Change in Control Agreement (“this Agreement”), as of May 10, 2023, (the “Effective Date”).
Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. AUTHORIZED RESELLER AGREEMENTAuthorized Reseller Agreement • July 16th, 2021 • Thorne Healthtech, Inc. • Pharmaceutical preparations • South Carolina
THIS AUTHORIZED RESELLER AGREEMENT (this “Agreement”) is entered into as of the 25th day of November 2019 (the “Effective Date”), by and between Thorne Research, Inc., a South Carolina corporation (“Thorne”); and Pattern Inc., a Utah corporation (“Pattern”). Thorne and Pattern are individually referred to as a “Party” and collectively as the “Parties.”
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • December 22nd, 2022 • Thorne Healthtech, Inc. • Pharmaceutical preparations • New York
THIS GUARANTY AND SECURITY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”), dated as of December 21, 2022, is made by THORNE HEALTHTECH, INC., a Delaware corporation (“Borrower”), each party identified as a “Guarantor” on the signature pages attached hereto (each a “Guarantor” and collectively, the “Guarantors”; and, together with Borrower, collectively, “Grantors” and each a “Grantor”), in favor of FIFTH THIRD BANK, NATIONAL ASSOCIATION (“Lender”).
THORNE HEALTHTECH, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • July 28th, 2021 • Thorne Healthtech, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Thorne HealthTech, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“the Indemnitee”).
INDUSTRIAL LEASE BETWEEN SFG CHARLESTON OMNI, LLC, AS LANDLORD AND THORNE HEALTHTECH, INC. AS TENANTIndustrial Lease • November 10th, 2021 • Thorne Healthtech, Inc. • Pharmaceutical preparations
AGREEMENT OF LEASELease Agreement • July 16th, 2021 • Thorne Healthtech, Inc. • Pharmaceutical preparations • New York
THIS AGREEMENT OF LEASE (this “Lease” or “lease”), made as of March 14, 2013, by and between Carnegie Hall Tower II L.L.C., a New York limited liability company, having an office at do TF Cornerstone Inc., 387 Park Avenue South, 7th Floor, New York, New York 10016, Attn: Office Leasing Department hereinafter referred to as “Owner”, and Thorne Research, Inc., an Idaho corporation, having its principal office and place of business at 25820 Highway 2 West, Dover, Idaho 83825, hereinafter referred to as “Tenant.”
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 28th, 2023 • Thorne Healthtech, Inc. • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of August [●], 2023, is entered into by and among Healthspan Buyer, LLC, a Delaware limited liability company (“Parent”), Healthspan Merger Sub, Inc, a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and the undersigned stockholder (the “Stockholder”) of Thorne HealthTech, Inc., a Delaware corporation (the “Company”). All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
LEASE AGREEMENT by and betweenLease Agreement • March 16th, 2022 • Thorne Healthtech, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made as of the 26th day of January, 2021, by and between SRE TKC CHARLESTON IV, LLC, a Delaware limited liability company (the “Landlord”) and THORNE RESEARCH, INC., a South Carolina corporation (the “Tenant”).
FIRST AMENDMENT TO MULTI-TENANT INDUSTRIAL TRIPLE NET LEASEMulti-Tenant Industrial Triple Net Lease • August 9th, 2023 • Thorne Healthtech, Inc. • Pharmaceutical preparations
LEASE dated July 10th , 2023 (this “First Amendment”) is entered into by and between ICON OWNER POOL 1 SF NON-BUSINESS PARKS, LLC, a Delaware limited liability company (“Landlord”), and THORNE RESEARCH, INC., a South Carolina corporation (“Tenant”), with reference to the following:
AGREEMENT AND PLAN OF MERGER by and among HEALTHSPAN BUYER, LLC HEALTHSPAN MERGER SUB, INC. and THORNE HEALTHTECH, INC. Dated as of August 27, 2023Merger Agreement • August 28th, 2023 • Thorne Healthtech, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 27, 2023, by and among Healthspan Buyer, LLC, a Delaware limited liability company (“Parent”), Healthspan Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”, and together with Parent, the “Buyer Parties”), Thorne HealthTech, Inc., a Delaware corporation (the “Company”). Each of Parent, Purchaser, and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article X.
THORNE HEALTHTECH, INC. AMENDMENT TO WARRANT TO PURCHASE COMMON STOCKWarrant Amendment • September 21st, 2021 • Thorne Healthtech, Inc. • Pharmaceutical preparations • Delaware
This Amendment to Warrant to purchase Common Stock (this “Amendment”) is entered into effective as of May 2, 2019, by and between Thorne HealthTech, Inc., previously Thorne Holding Corp. (the “Issuer”) and Diversified Natural Products, Inc. (the “Holder”), and amends that certain Warrant (No. 6) to purchase Common Stock, issued by the Issuer to the Holder, dated as of May 10, 2011 (the “Warrant”). Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Warrant.
Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. First Amended and Restated Distribution AgreementDistribution Agreement • July 16th, 2021 • Thorne Healthtech, Inc. • Pharmaceutical preparations • Delaware
This FIRST AMENDED AND RESTATED DISTRIBUTION AGREEMENT (“this Agreement”) is entered into between THORNE RESEARCH, INC. (“Supplier”) and EMERSON ECOLOGICS, LLC (“Distributor”).
