FORM OF RESTRICTED STOCK AGREEMENT BIOHORIZONS, INC.Restricted Stock Agreement • June 23rd, 2010 • BioHorizons, Inc. • Delaware
WHEREAS, the Company has adopted the BioHorizons, Inc. 2010 Executive, Director and Consultant Stock Plan (the “Plan”) to promote the interests of the Company by providing an incentive for employees, directors and consultants of the Company or its Affiliates;
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 • June 23rd, 2010 • BioHorizons, Inc. • 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.
LICENSE AGREEMENT between THE UAB RESEARCH FOUNDATION and BIOHORIZONS DENTAL IMPLANTS, L.L.C.License Agreement • June 23rd, 2010 • BioHorizons, Inc. • 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.
LICENSE AGREEMENTLicense Agreement • June 23rd, 2010 • BioHorizons, Inc. • 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
DISTRIBUTION AGREEMENTDistribution Agreement • June 23rd, 2010 • BioHorizons, Inc. • 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”).
AGREEMENTNew Agreement • June 23rd, 2010 • BioHorizons, Inc. • 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”).
ContractSubordinated Convertible Note • June 23rd, 2010 • BioHorizons, Inc. • 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.
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”).
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.
Graphic]Separation Agreement • June 23rd, 2010 • BioHorizons, Inc. • Alabama
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”).
