PERFORMANCE HEALTH HOLDINGS CORP. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 22nd, 2016 • Performance Health Holdings Corp. • Pharmaceutical preparations • New York
EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment Agreement • April 22nd, 2016 • Performance Health Holdings Corp. • Pharmaceutical preparations
THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), is entered into effective as of the 7th day of March, 2014 (the “Effective Date”), by and between The Hygenic Corporation, a Delaware corporation (the “Company”), and Rocco Mango, an individual (the “Employee”).
April 8, 2013Board Member Agreement • April 22nd, 2016 • Performance Health Holdings Corp. • Pharmaceutical preparations
This letter will confirm our agreement with you (‘“Larsen” or “you”), with respect to your service as a member of the Board of Directors (the “Board”) of PHW Holdings, Inc. (the “Company”), under the terms and conditions that follow.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 22nd, 2016 • Performance Health Holdings Corp. • Pharmaceutical preparations
This Indemnification Agreement (this “Agreement”) is made and entered into as of [·], 20[·] by and among Performance Health Holdings Corp., a Delaware corporation (the “Company”), and [Name of Director] (“Indemnitee”).
SECOND LIEN CREDIT AGREEMENT dated as of February 27, 2015 Among THE HYGENIC CORPORATION as a Borrower, THE OTHER BORROWERS FROM TIME TO TIME PARTY HERETO, THE LENDERS PARTY HERETO, as Lenders, and ARES CAPITAL CORPORATION, as Agent, Lead Arranger and...Second Lien Credit Agreement • April 22nd, 2016 • Performance Health Holdings Corp. • Pharmaceutical preparations • New York
This Second Lien Credit Agreement (as amended, restated or otherwise modified from time to time, this “Agreement”) dated as of February 27, 2015 among The Hygenic Corporation, a Delaware corporation (“Hygenic”; Hygenic, together with such other Persons joined to this Agreement as borrowers in accordance with Section 1.3 hereof, each a “Borrower” and collectively the “Borrowers”), the financial institutions party hereto from time to time (“Lenders”) and Ares Capital Corporation (in its individual capacity, “Ares”), as Agent for all Lenders.
PERFORMANCE HEALTH HOLDINGS CORP. 2016 OMNIBUS INCENTIVE PLAN NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • April 22nd, 2016 • Performance Health Holdings Corp. • Pharmaceutical preparations
This agreement (this “Agreement”) evidences the grant of a stock option by Performance Health Holdings Corp. (the “Company”) to the individual named above (the “Optionee”) pursuant to and subject to the terms of the Performance Health Holdings Corp. 2016 Omnibus Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.
PERFORMANCE HEALTH HOLDINGS CORP. RESTRICTED STOCK UNIT AGREEMENT (NON-EMPLOYEE DIRECTORS)Restricted Stock Unit Agreement • April 22nd, 2016 • Performance Health Holdings Corp. • Pharmaceutical preparations
This agreement (this “Agreement”) evidences an award (the “Award”) of restricted stock units (the “Restricted Stock Units”) granted by Performance Health Holdings Corp. (the “Company”) to the undersigned (the “Grantee”) pursuant to and subject to the terms of the Performance Health Holdings Corp. 2016 Omnibus Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 27, 2015 Among THE HYGENIC CORPORATION as a Borrower, THE OTHER BORROWERS FROM TIME TO TIME PARTY HERETO, THE LENDERS PARTY HERETO, as Lenders, NXT CAPITAL, LLC, as Syndication Agent and a...Credit Agreement • April 22nd, 2016 • Performance Health Holdings Corp. • Pharmaceutical preparations • New York
This Amended and Restated Credit Agreement (as amended, restated or otherwise modified from time to time, this “Agreement”) dated as of February 27, 2015 among The Hygenic Corporation, a Delaware corporation (“Hygenic”; Hygenic, together with such other Persons joined to this Agreement as borrowers in accordance with Section 1.3 hereof, each a “Borrower” and collectively the “Borrowers”), the financial institutions party hereto from time to time (“Lenders”) and GCI Capital Markets LLC (in its individual capacity, “Golub”), as Agent for all Lenders. This Agreement amends and restates in its entirety the Credit Agreement, dated as of October 11, 2012 (as amended prior to the date hereof, the “Original Credit Agreement”) among Golub (as successor to Madison Capital Funding LLC), as Agent, the Lenders party thereto and Borrowers. The Original Obligations (as defined below) owing under the Original Credit Agreement shall continue to exist under, and be evidenced by, this Agreement.
August 21, 2013Board Service Agreement • April 22nd, 2016 • Performance Health Holdings Corp. • Pharmaceutical preparations
This letter will confirm our agreement with you (“Knox” or “you”), with respect to your service as a member of the Board of Directors (the “Board”) of Performance Health and Wellness Holdings, Inc. and certain of its affiliated entities (the “Company”), under the terms and conditions that follow.
PERFORMANCE HEALTH HOLDINGS CORP. 2016 OMNIBUS INCENTIVE PLANNon-Statutory Stock Option Agreement • April 22nd, 2016 • Performance Health Holdings Corp. • Pharmaceutical preparations
This agreement (this “Agreement”) evidences the grant of a stock option by Performance Health Holdings Corp. (the “Company”) to the individual named above (the “Optionee”) pursuant to and subject to the terms of the Performance Health Holdings Corp. 2016 Omnibus Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.
